Sales & Purchase Agreements & Amending Agreements






EXHIBIT 10.45




801 & 887 GREAT NORTHERN WAY




SALE AND PURCHASE AGREEMENT




BETWEEN




QLT INC.

560677 B.C. LTD.

630321 B.C. LTD.




AND




DISCOVERY PARKS HOLDINGS INC.




May 15, 2008




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	Article 1 Interpretation
	 	 	2	 
	1.1               Definitions
	 	 	2	 
	1.2               General Principles
	 	 	6	 
	1.3               Schedules
	 	 	7	 
	 
	 	 	 	 
	Article 2 Purchase and Sale
	 	 	7	 
	2.1               Agreement of Purchase and Sale
	 	 	7	 
	2.2               Payment of Purchase Price
	 	 	7	 
	2.3               Deposit
	 	 	8	 
	2.4               Allocation of Purchase Price
	 	 	9	 
	2.5               Purchase of Shares
	 	 	9	 
	 
	 	 	 	 
	Article 3 Documents, Inspection and Confidentiality
	 	 	9	 
	3.1               Project Documents
	 	 	9	 
	3.2               Confidentiality
	 	 	9	 
	3.3               Inspection
	 	 	10	 
	3.4               Authorization
	 	 	10	 
	 
	 	 	 	 
	Article 4 General Covenants
	 	 	10	 
	4.1               Covenants of the Vendors
	 	 	10	 
	4.2               Leasing Activity
	 	 	11	 
	4.3               Estoppel Certificates
	 	 	12	 
	4.4               Approved Service Contracts
	 	 	12	 
	4.5               Competition Act
	 	 	12	 
	4.6               QLT Lease
	 	 	13	 
	 
	 	 	 	 
	Article 5 Risk
	 	 	13	 
	5.1               Risk and Purchaser’s Election
	 	 	13	 
	5.2               Insurance Proceeds
	 	 	14	 
	 
	 	 	 	 
	Article 6 Adjustments and Related Matters
	 	 	14	 
	6.1               Adjustments
	 	 	14	 
	6.2               Further Adjustments
	 	 	15	 
	6.3               Adjustment Determination
	 	 	15	 
	6.4               Tenant Inducements and Rent-Free Periods
	 	 	15	 
	 
	 	 	 	 
	Article 7 Possession
	 	 	16	 
	7.1               Possession
	 	 	16	 
	 
	 	 	 	 
	Article 8 Representations and Warranties
	 	 	16	 
	8.1               Vendors’ Representations and Warranties
	 	 	16	 
	8.2               Survival of Warranties and Representations
	 	 	20	 
	8.3               As Is, Where Is
	 	 	20	 
	8.4               Purchaser’s Representations and Warranties
	 	 	21	 














 





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	Article 9 Conditions Precedent
	 	 	21	 
	9.1               Purchaser’s Conditions Precedent
	 	 	21	 
	9.2               Purchaser’s Closing Conditions
	 	 	23	 
	9.3               Satisfaction of Conditions Precedent
	 	 	24	 
	9.4               Vendors’ Conditions Precedent
	 	 	24	 
	9.5               Vendors’ Closing Conditions
	 	 	24	 
	9.6               Nature of Conditions
	 	 	25	 
	 
	 	 	 	 
	Article 10 Closing
	 	 	26	 
	10.1               Closing
	 	 	26	 
	10.2               Vendors’ Closing Documents
	 	 	26	 
	10.3               Purchaser’s Closing Documents
	 	 	27	 
	10.4               Form of Documents
	 	 	28	 
	10.5               Payment in Trust
	 	 	28	 
	10.6               Registration
	 	 	28	 
	10.7               Closing
	 	 	28	 
	10.8               Concurrent Requirements
	 	 	29	 
	10.9               Discharge of Encumbrances by Vendors
	 	 	29	 
	10.10             Delivery of Project Documents
	 	 	29	 
	10.11             Goods and Services and Social Services Tax
	 	 	30	 
	10.12             Purchaser Financing
	 	 	30	 
	 
	 	 	 	 
	Article 11 General
	 	 	31	 
	11.1               Further Assurances
	 	 	31	 
	11.2               Survival
	 	 	31	 
	11.3               Entire Agreement
	 	 	31	 
	11.4               Notices
	 	 	31	 
	11.5               Fees
	 	 	32	 
	11.6               Real Estate Commissions
	 	 	33	 
	11.7               Time
	 	 	33	 
	11.8               Tender
	 	 	33	 
	11.9               Assignment
	 	 	34	 
	11.10             Enurement
	 	 	34	 
	11.11             Counterparts
	 	 	34	 
	11.12             Execution
	 	 	34	 
	 
	 	 	 	 
	SCHEDULE A     ASSIGNMENT OF APPROVED SERVICE CONTRACTS
	 	 	A-1	 
	SCHEDULE B     ASSIGNMENT OF LEASES
	 	 	B-1	 
	SCHEDULE C     LANDS AND REGISTERED CHARGES
	 	 	C-1	 
	SCHEDULE D     ESTOPPEL CERTIFICATE
	 	 	D-1	 
	SCHEDULE E     PROJECT DOCUMENTS
	 	 	E-1	 
	SCHEDULE F     NOT USED
	 	 	F-1	 
	SCHEDULE G     EXCLUDED ASSETS
	 	 	G-1	 
	SCHEDULE H     QLT LEASE — PRINCIPAL TERMS AND CONDITIONS
	 	 	H-1	 

















 





SALE AND PURCHASE AGREEMENT



THIS AGREEMENT dated for reference May ___, 2008,



BETWEEN:



QLT INC. (“QLT”)

560677 B.C. LTD. (the “Lot F Nominee”)

630321 B.C. LTD. (the “Lot 1 Nominee”)

887 Great Northern Way

Vancouver, British Columbia

V5T 4T5





(the Lot F Nominee and the Lot 1 Nominee are together, the “Nominees”, and QLT and
the Nominees are together, the “Vendors”)


AND:



DISCOVERY PARKS HOLDINGS INC.

910-1111 Melville Street

Vancouver, British Columbia

V6E 3V6



(the “Purchaser”)




     WITNESSES THAT WHEREAS:


A. QLT is the sole beneficial owner and the Lot F Nominee is the registered owner of the Lot F
Property;



B. QLT is the sole beneficial owner and the Lot 1 Nominee is the registered owner of the Lot 1
Property; and



C. The Vendors have agreed to sell and the Purchaser has agreed to purchase the Purchased Assets,
upon and subject to the terms and conditions set forth in this Agreement;




     NOW THEREFORE in consideration of the premises and other good and valuable consideration given
by each of the parties hereto to each of the others (the receipt and sufficiency of which are
hereby acknowledged by each of them), the parties hereto covenant and agree as follows:









 


 

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ARTICLE 1

INTERPRETATION




1.1 Definitions





In this Agreement:




“Approved Financial Institution” means any one of the five largest (by assets) Canadian
Schedule I Chartered Banks or HSBC Bank Canada, as selected by the Purchaser;




“Approved Service Contracts” means:




	 	(a)	 	Natural Gas Supply and Management Services Agreement dated May 1, 2003 among
QLT and Direct Energy Marketing Limited;
	 
	 	(b)	 	HVAC Service Agreement dated December 17, 2007 among QLT and Trane British
Columbia; and
	 
	 	(c)	 	those of the remaining Service Contracts that the Purchaser has approved in
writing on or before the date set out in Section 9.1(b) for satisfaction or waiver of
the conditions referred to in Section 9.1(b);






“Assignment of Approved Service Contracts” means an assignment substantially in the form
attached as Schedule A hereto with the blanks completed as appropriate;




“Assignment of Leases” means an assignment substantially in the form attached as Schedule B
hereto with the blanks completed as appropriate;




“Building” means all buildings and other improvements on the Lot F Property including
without limitation all plant, appurtenances, fixtures (including fixed machinery and fixed
equipment), structures and Mechanical Systems situate in or on or forming part of such lands
or of such buildings or other improvements, but excluding the Excluded Assets;




“Business Day” means a day which is not a Saturday, Sunday or statutory holiday (as defined
in the Employment Standards Act (British Columbia)) in Vancouver, British Columbia;




“Closing Date” means the 20th day following the later of:




	 	(a)	 	the date the conditions referred to in Section 9.1(b) have been satisfied or
waived by the Purchaser; and
	 
	 	(b)	 	the date the conditions referred to in Section 9.4(a) have been satisfied or
waived by the Vendors;




or if the LTO is not open for business on such date, then the day next following such date
on which the LTO is open for business;









 



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“Commissioner” means the Commissioner of Competition appointed under the Competition Act;




“Competition Act” means the Competition Act (Canada);




“Declarations of Trust” means, together:




	 	(a)	 	the declaration of trust in respect of the Lot F Property made on December 3,
1998 between the Lot F Nominee and QLT; and
	 
	 	(b)	 	the declaration of trust in respect of the Lot 1 Property made on August 29,
2001 between the Lot 1 Nominee and QLT;






“Deposit” means the deposit referred to in Section 2.2(a);




“Development Permit” means the development permit for the Lot 1 Property issued by the City
of Vancouver numbered DE 407227;




“Environment” means all components of the earth including, without limitation, all layers of
the atmosphere, air, land, soil, water, organic or inorganic matter and living organisms,
and the interacting natural systems that include the components referred to in this
definition;




“Environmental Laws” means all Laws relating, in whole or in part, to the enhancement or
protection of the Environment, occupational safety, product liability, public health, public
safety and the transportation of dangerous goods;




“Estoppel Certificate” means a certificate substantially in the form set out in Schedule D
hereto or in any other form or forms which may be required under the terms of any of the
Leases;




“Excluded Assets” means the fixtures, equipment and chattels described in Schedule G hereto,
and the leasehold improvements and trade fixtures of Tenants under Leases;




“Form A Transfers” has the meaning given in Section 10.2(b);




“GST” has the meaning given in Section 10.11;




“GST Certificate” has the meaning given in Section 10.11;




“Hazardous Waste” means “hazardous waste” as defined in the Environmental Management Act
(British Columbia) and in the Hazardous Waste Regulation under the Environmental Management
Act;




“Included Chattels” means all goods, equipment and chattels located in the Building, but
excluding the Excluded Assets;




“Laws” means all constitutions, treaties, laws, statutes, codes, ordinances, orders,
decrees, rules, regulations and municipal bylaws, whether domestic, foreign or









 



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international, any judgments, orders, writs, injunctions, decisions, rulings, decrees, and
awards of any governmental authority, and any policies, voluntary restraints, practices or
guidelines of any governmental authority and including, without limitation, any principals
of common law and equity;




“Leases” means all leases, agreements to lease, licences and other rights in existence on
the date of this Agreement, either written or oral, copies or details of which are delivered
to the Purchaser as part of the Project Documents, together with any further leases,
agreements to lease and licences entered into by the Vendors or either of them in accordance
with Section 4.2;




“Lot F Property” means the lands and premises located at 887 Great Northern Way, Vancouver,
British Columbia and legally described in Schedule C hereto, but excluding the Excluded
Assets;




“Lot 1 Property” means the lands and premises located at 801 Great Northern Way, Vancouver,
British Columbia, legally described in Schedule C hereto, but excluding the Excluded Assets;




“LTO” means the Land Title Office at New Westminster, British Columbia;




“Mechanical Systems” means all systems within the Lot F Property of a mechanical nature
including without limitation all heating, plumbing, electrical, ventilation, drainage,
elevators or other mechanical lifting devices and air conditioning systems, but excluding
the Excluded Assets;




“Notice” means any claim, citation, directive, litigation, investigation, letter or other
communication, written or oral, actual or threatened, from any person;




“Permitted Encumbrances” means:




	 	(a)	 	the encumbrances in respect of each of the Lot F Property and the Lot 1
Property described in Schedule C hereto;
	 
	 	(b)	 	the Leases;
	 
	 	(c)	 	any leases or agreements to lease, or modifications or extensions to Leases
entered into by the Vendors in accordance with Section 4.2;
	 
	 	(d)	 	the QLT Lease to be entered into in accordance with Section 4.6;
	 
	 	(e)	 	the rights reserved to or vested in or deemed to be reserved to or vested in
any governmental or public authority pursuant to any Crown Grants(s) applicable to the
Lot F Property or the Lot 1 Property or pursuant to any applicable statutory
provisions; and
	 
	 	(f)	 	any other liens, charges or encumbrances expressly permitted in writing by the
Purchaser;










 



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“Project Documents” means all information in the Vendors’ control or possession, that would
be normally provided in a transaction of the nature contemplated herein, including the
information contemplated in Schedule E attached hereto to the extent the same is in the
Vendors’ control or possession;




“Properties” means the Lot F Property, the Building and the Lot 1 Property, but excluding
the Excluded Assets;




“Purchase Price” means the sum of Sixty-Eight Million Five Hundred Thousand Canadian dollars
($68,500,000.00), which is exclusive of any applicable goods and services taxes, provincial
sales taxes and provincial social services taxes;




“Purchased Assets” means:




	 	(a)	 	the beneficial interest of QLT in the Properties;
	 
	 	(b)	 	the registered interest of the Nominees in the Properties;
	 
	 	(c)	 	the Included Chattels;
	 
	 	(d)	 	the Mechanical Systems;
	 
	 	(e)	 	the benefit of the Leases;
	 
	 	(f)	 	the benefit of the Approved Service Contracts; and
	 
	 	(g)	 	the interest of the Vendors in the Project Documents (including the Development
Permit) to the extent transferrable;






but excludes the Excluded Assets;




“Purchaser’s Solicitors” means Fraser Milner Casgrain LLP;




“QLT Lease” has the meaning given in Section 4.6;




“Service Contracts” means all service contracts and agreements to enter into service
contracts together with all modifications, extensions, renewals, and assignments thereof,
both written and oral, made by or on behalf of the Vendors relating to the management,
servicing, repair and cleaning of the Lot F Property, Building or Included Chattels or the
furnishing of supplies or services thereto;




“Shares” means all of the issued and outstanding shares in the capital stock of each of the
Nominees;




“Short Form QLT Lease” has the meaning given in Section 4.6;




“Tenants” means the tenants and licensees under the Leases; and




“Vendors’ Solicitors” means Farris, Vaughan, Wills & Murphy LLP.









 



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1.2 General Principles




     For the purposes of this Agreement:




	 	(a)	 	“this Agreement” means this Agreement, including the Schedules hereto, as the
same may be supplemented or amended and in effect from time to time;
	 
	 	(b)	 	except as otherwise expressly provided in this Agreement, any reference in this
Agreement to an Article, a Section, paragraph, subparagraph or Schedule is a reference
to the appropriate Article, Section, paragraph, subparagraph or Schedule in or to this
Agreement;
	 
	 	(c)	 	if any provision of this Agreement or any part hereof is found or determined to
be invalid it will be severable and severed from this Agreement and the remainder of
this Agreement will be construed as if such invalid provision or part had been deleted
from this Agreement;
	 
	 	(d)	 	this Agreement and all matters arising hereunder will be governed by and
construed in accordance with the laws of British Columbia, which will be deemed to be
the proper law hereof, and the courts of British Columbia will have the non-exclusive
jurisdiction to entertain and determine all claims and disputes arising out of or in
any way connected with this Agreement (subject to any arbitration provisions hereof)
and the validity, existence and enforceability hereof;
	 
	 	(e)	 	the headings used in this Agreement are for convenience only and do not form
part of this Agreement and shall not in any way affect, limit, amplify or modify the
terms hereof or the interpretation, scope or intent thereof;
	 
	 	(f)	 	the words “herein”, “hereof” and “hereunder” and words of similar import refer
to this Agreement as a whole and not to any particular Article, Section, paragraph,
subparagraph or other subdivision or Schedule hereof;
	 
	 	(g)	 	the word “including”, when following any general statement, term or matter,
will not be construed to limit such general statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items or
matters, but will be construed to refer to all other items or matters that could
reasonably fall within the scope of such general statement, term or matter, whether or
not non-limiting language (such as “without limitation”, “but not limited to” or words
of similar import) is used with reference thereto;
	 
	 	(h)	 	words importing the masculine gender include the feminine or neuter gender and
words in the singular include the plural, and vice versa;
	 
	 	(i)	 	any reference to a statute includes and is a reference to such statute and to
the regulations made pursuant thereto, with all amendments made thereto and in force
from time to time, and to any statutes or any regulations that may be passed which have
the effect of supplementing or superseding such statutes or regulations;










 



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	 	(j)	 	all references to monetary amounts in this Agreement are references to Canadian
dollars;
	 
	 	(k)	 	any action to be taken pursuant to this Agreement on a day that is not a
Business Day shall be taken on the next succeeding Business Day; and
	 
	 	(l)	 	if any party to this Agreement is comprised of more than one legal entity all
of the obligations and liabilities of that party shall be the joint and several
obligations and liabilities of each legal entity comprising such party.





1.3 Schedules




     The following are the Schedules to this Agreement each of which is an integral part hereof:


Schedule A     Assignment of Approved Service Contracts

Schedule B     Assignment of Leases

Schedule C     Lands and Registered Charges

Schedule D     Estoppel Certificate

Schedule E     Project Documents

Schedule F     NOT USED

Schedule G     Excluded Assets

Schedule H     QLT Lease — Principal Terms and Conditions




ARTICLE 2

PURCHASE AND SALE




2.1 Agreement of Purchase and Sale




     Subject to the terms and conditions of this Agreement and based on the warranties and
representations herein contained, the Vendors agree to sell and the Purchaser agrees to purchase
the Purchased Assets on the Closing Date for the Purchase Price.



2.2 Payment of Purchase Price




     The Purchaser shall pay the Purchase Price for the Purchased Assets as follows:




	 	(a)	 	by way of a deposit of Two Million Canadian Dollars ($2,000,000.00) paid to the
Vendors’ Solicitors as follows:






	 	(i)	 	the sum of Seven Hundred and Fifty Thousand Canadian Dollars
($750,000.00) by payment of such amount within two (2) Business Days after the
date of execution and delivery of this Agreement by both parties; and
	 
	 	(ii)	 	the sum of One Million Two Hundred and Fifty Thousand Canadian
Dollars ($1,250,000.00) by payment of such amount on the date the











 



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	 	 	 	conditions referred to in Section 9.1(b) have been satisfied or waived by
the Purchaser;






	 	 	 	and if the Purchaser defaults in paying when due all or any part of such deposit
then, at the option of the Vendors, the Vendors shall have no further obligations
under this Agreement and the Deposit and all interest thereon shall be paid to the
Vendors pursuant to Section 2.3(d); and
	 
	 	(b)	 	by payment of the balance of the Purchase Price to the Vendors on the Closing
Date as provided in Article 10 and, if applicable, Section 11.8.





2.3 Deposit




     The Vendors’ Solicitors shall hold the Deposit as a stakeholder and shall deposit each
instalment of the Deposit in an Approved Financial Institution in an interest bearing trust account
forthwith following receipt thereof and shall pay the Deposit and such interest as may be paid
thereon by the Approved Financial Institution only as directed in writing by the Vendors and the
Purchaser or their respective solicitors or as directed by a court of competent jurisdiction. The
Vendors and the Purchaser agree that the Deposit and such interest as may be paid thereon by the
Approved Financial Institution shall be paid as follows (subject to any applicable withholding
tax):




	 	(a)	 	to the Vendors on account of the Purchase Price contemporaneously with the
completion of the transactions contemplated by this Agreement, with all interest paid
to the Purchaser;
	 
	 	(b)	 	to the Purchaser together with all interest if any of the conditions referred
to in Section 9.1 or Section 9.4 are neither satisfied nor waived within the time
provided, without prejudice to any other rights of the parties under this Agreement, or
if the Purchaser elects not to complete the purchase pursuant to Section 5.1;
	 
	 	(c)	 	to the Purchaser together with all interest if the transactions contemplated by
this Agreement are not completed by reason of any of the conditions referred to in
Section 9.2 being neither satisfied nor waived or by reason of the Vendors’ default
hereunder, but without prejudice to any other rights of the Purchaser under or pursuant
to this Agreement; and
	 
	 	(d)	 	to the Vendors together with all interest if the transactions contemplated by
this Agreement are not completed by reason of any of the conditions referred to in
Section 9.5 being neither satisfied nor waived or by reason of the Purchaser’s default
hereunder, such payment being on account of the Vendor’s damages, but without prejudice
to any other rights of the Vendors under or pursuant to this Agreement.










 



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2.4 Allocation of Purchase Price




     The Vendors and the Purchaser acknowledge and agree that the Purchase Price will be allocated
among the Purchased Assets in a manner to be settled by the Vendors and the Purchaser within fifty
(50) days following the date of execution of this Agreement by both parties.



2.5 Purchase of Shares




     The Purchaser shall have the right to elect by notice in writing to the Vendors given at any
time within ten (10) Business Days after the date of execution of this Agreement by both parties,
to acquire all of the issued and outstanding shares in the capital stock of each of the Nominees
for the additional sum of Ten Dollars ($10.00) instead of acquiring the Nominees’ registered titles
to the Properties which they each hold as nominee and bare trustee for QLT pursuant to the
Declarations of Trust, provided that if such election is made, then the Vendors and the Purchaser
shall have until 5:00 p.m. (Vancouver time) on the date referred to in Section 9.1(a) to execute
and deliver an amending agreement satisfactory in form and substance to the Vendors and the
Purchaser amending this Agreement to reflect the purchase of such shares in a manner satisfactory
to the parties, each acting reasonably, failing which, unless the parties otherwise agree in
writing, the Purchaser shall have no right to acquire such shares and notwithstanding such election
there shall be no change in the Purchase Price or in the transactions contemplated by this
Agreement or in the parties’ rights and obligations with respect thereto.



ARTICLE 3

DOCUMENTS, INSPECTION AND CONFIDENTIALITY




3.1 Project Documents





	 	(a)	 	The Vendors shall, within three (3) Business Days after the date of execution
of this Agreement by both parties, deliver to the Purchaser or make available for the
inspection of the Purchaser, as the case may be, as set out in Schedule E, all Project
Documents or true and complete copies thereof (to the extent that the Vendors have not
already provided copies of such material to the Purchaser). Thereafter, the Vendors
shall forthwith deliver to the Purchaser all such further information respecting the
Project Documents or the Properties that is reasonably requested by the Purchaser and
is within the control or possession of the Vendors.
	 
	 	(b)	 	The Purchaser acknowledges and agrees that the Vendors shall not have any
liability for any errors, omissions or inaccuracies in any of the Project Documents
that are studies, reports or other documents prepared by third parties, except to the
extent of any express representation, warranty, covenant or agreement of the Vendors
contained in this Agreement and subject to Section 8.2.





3.2 Confidentiality




     Each party agrees to cause its respective directors, officers, employees, agents and advisors
to keep in strict confidence this Agreement (and, in the case of the Purchaser only, all









 



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information with respect to the Properties including the Project Documents) until such time as
the transactions contemplated by this Agreement are completed, unless otherwise required by law,
including applicable securities laws and/or the rules and policies of any applicable stock
exchange. If the transactions contemplated by this Agreement are not completed for any reason,
this obligation of the parties shall continue and all materials delivered by the Vendors to the
Purchaser hereunder shall, upon request, forthwith be returned to the Vendors by the Purchaser.
Each party, without limiting its obligations hereunder, may disclose this information, on a
strictly confidential basis, to its respective professional advisers, consultants and, in the case
of the Purchaser, any lenders and/or co-investors proposing to finance and/or invest in the
acquisition of the Purchased Assets.




3.3 Inspection




     The Purchaser and its advisors shall be entitled, upon reasonable notice to the Vendors and in
accordance with the Vendors’ reasonable requirements as to security, to enter the Properties and
the Building (subject to the rights of Tenants) and to carry out investigations, tests and studies
of the Properties, the Building and the Mechanical Systems. The Purchaser agrees to and shall
indemnify and hold harmless the Vendors and each of them from any and all costs, expenses,
liability, injury, loss or damage arising out of such entry or any acts, investigations or tests
carried out on the Properties pursuant thereto. In carrying out such investigations, tests and
studies, the Purchaser shall use all reasonable efforts not to disrupt or unduly interfere with the
business or operations of QLT or Tenants carried on within the Properties.



3.4 Authorization




     The Vendors hereby expressly authorize the Purchaser and its agents, consultants and advisors
to meet with or correspond with the appropriate statutory or governmental authorities for the
purpose of verifying the accuracy of the warranties and representations of the Vendors contained in
this Agreement, including but not limited to compliance with laws, bylaws, regulations and
assessments. The Vendors will promptly at the Purchaser’s request execute and deliver any
authorizations reasonably required by the Purchaser to authorize the statutory or governmental
authorities to release such information to the Purchaser.



ARTICLE 4

GENERAL COVENANTS




4.1 Covenants of the Vendors




     The Vendors shall:




	 	(a)	 	from and after the date of this Agreement to the Closing Date, maintain the
Properties in their present condition, reasonable wear and tear excepted, and, subject
to Article 5, do or cause to be done all necessary repairs and maintenance as required
to effect same, take all reasonable care to protect and safeguard the Properties, and
operate and otherwise deal with the Properties as a careful and prudent owner would do
and in such a manner that the warranties and representations in Section 8.1 remain true
and correct in all material respects;










 



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	 	 	 	provided that the Vendors shall not be obliged to make capital repairs to the
Properties except in case of emergency;
	 
	 	(b)	 	maintain in full force and effect the existing insurance coverage in respect of
the Properties until the Closing Date;
	 
	 	(c)	 	observe and perform all of the landlord’s obligations under the Leases and
diligently enforce all of the landlord’s rights and remedies thereunder;
	 
	 	(d)	 	take or cause to be taken all proper steps and actions and corporate
proceedings to enable the Vendors to vest a good and marketable title to the Purchased
Assets in the Purchaser free and clear of all liens, encumbrances, defects in title,
equities or claims of every nature and kind except for Permitted Encumbrances and to
enable the Vendors to carry out the sale of the Purchased Assets and to execute and
deliver this Agreement as valid and binding obligations of the Vendors;
	 
	 	(e)	 	maintain in all material respects present levels of consumable supplies and
spare parts in the Building until the Closing Date;
	 
	 	(f)	 	pay, on or before the due date, all municipal taxes, local improvement taxes,
rates, levies and assessments of every nature or kind with respect to the Properties
for the 2008 calendar year that become due and payable before the Closing Date; and
	 
	 	(g)	 	as of the Closing Date, cancel or terminate at its expense all Service
Contracts other than Approved Service Contracts.





4.2 Leasing Activity





	 	(a)	 	The Purchaser agrees that in the period following the date of execution of this
Agreement by both parties and up to the date for satisfaction or waiver of the
conditions referred to in Section 9.1(b), the Vendors may carry on their leasing
program for the Lot F Property and the Building. The Vendors agree that they will not
enter into any binding commitments with Tenants or prospective tenants for the Lot F
Property and the Building or any material modification of any Lease during such period
without first providing the Purchaser with a copy of any such proposed binding
commitment or material modification.
	 
	 	(b)	 	If the transactions contemplated by this Agreement are completed, the Purchaser
will assume all such commitments from and after the Closing Date and will fully perform
the obligations of the Vendors pursuant to such commitments, including honouring
obligations to provide any tenant inducements to the Tenants or prospective tenants of
the Lot F Property and the Building, and being responsible for all commissions that are
payable and all landlord’s work thereunder and the same will not be subject to
adjustment on closing, except that, if the term of any new lease commences prior to the
Closing Date, then the responsibility for any related tenant inducements (including
landlord’s work) and commissions will be pro-rated between the Vendors and the
Purchaser on the basis of the number of months of the initial term of such lease prior
to the Closing Date (as for the










 



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	 	 	 	Vendors) and the number of months of the initial term of such lease after the
Closing Date (as for the Purchaser), and the same will be subject to adjustment on
closing.
	 
	 	(c)	 	The Vendors agree that after the conditions referred to in Section 9.1(b) are
satisfied or waived by the Purchaser, the Vendors will not enter into any binding
commitments with Tenants or prospective tenants for the Lot F Property or the Building
or any material modification of any Lease without the Purchaser’s prior written
approval, which approval may be withheld in the Purchaser’s sole and absolute
discretion.
	 
	 	(d)	 	The Vendors agree that if they carry on the leasing program, they will do so in
good faith in the ordinary course following the date of execution of this Agreement by
both parties and will only consider commitments with tenants and prospective tenants
which are consistent with market driven leasing arrangements in the Vancouver market.





4.3 Estoppel Certificates




     The Vendors shall use all reasonable commercial efforts to obtain and deliver to the Purchaser
prior to the completion of the purchase and sale of the Purchased Assets, Estoppel Certificates
executed by all Tenants. To the extent that the Vendors are unable to obtain and deliver to the
Purchaser prior to the Closing Date Estoppel Certificates despite using all reasonable commercial
efforts to obtain the same, the Vendors will execute and deliver to the Purchaser on the Closing
Date certificates of the Vendors for such Tenants certifying the information that would have been
in the applicable Estoppel Certificates (the “Replacement Estoppel Certificates”). The Replacement
Estoppel Certificates will be deemed for all purposes to be a representation and warranty hereunder
by the Vendors of the truth and accuracy of the matters set forth in the Replacement Estoppel
Certificates, subject to the limitations set forth in Section 11.2. The Purchaser shall, for a
period of sixty (60) days after the Closing Date, return to the Vendors any Replacement Estoppel
Certificate (which shall be deemed null and void except in the case of a material conflict of
information contained in the Estoppel Certificate and the Replacement Estoppel Certificate) for
which the Vendors delivers to the Purchaser an Estoppel Certificate in accordance with this Section
4.3 for the same Lease.



4.4 Approved Service Contracts




     The Purchaser shall deliver to the Vendors on or before the date for satisfaction or waiver by
the Purchaser of the conditions set out in Section 9.1(b), a list of those Service Contracts (if
any), other than the Natural Gas Supply and Management Services Agreement dated May 1, 2003 among
QLT and Direct Energy Marketing Limited, and the HVAC Service Agreement dated December 17, 2007
among QLT and Trane British Columbia, that the Purchaser wishes to include in the Approved Service
Contracts.



4.5 Competition Act




     Forthwith after the execution and delivery of this Agreement by both parties, the Purchaser,
at its own expense, shall give all notifications and make all information filings, on its









 



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own behalf and, unless otherwise required by applicable law, on behalf of the Vendors, and pay
all fees in connection therewith, that are required pursuant to the Competition Act in respect of
the purchase of the Purchased Assets and the other transactions contemplated by this Agreement.
The Vendors shall co-operate with the Purchaser and provide the Purchaser with information that is
in the possession of the Vendors and is necessary to give such notification and to make such
filing. The Purchaser shall deliver or shall cause to be delivered to the Vendors a copy of all
such notifications and filings. The Purchaser will, at its sole expense, take all reasonable
commercial steps to obtain the approvals required by, or otherwise comply with, the
pre-notification provisions of the Competition Act as are necessary to proceed with the purchase of
the Purchased Assets and the other transactions contemplated by this Agreement, and will provide
the Vendors with satisfactory evidence of such approvals or compliance at least one (1) Business
Day before the Closing Date.




4.6 QLT Lease




     QLT and the Purchaser shall each in good faith negotiate and settle within fifty (50) days
following the date of execution of this Agreement by both parties a lease of premises in the
Building containing the principal terms and conditions set out in Schedule H hereto. QLT may at
its sole option require that such lease be in registrable form, and QLT may further elect that the
parties also negotiate and settle a short form of the lease for registration purposes (such lease,
together with such short form if QLT so elects are together, the “QLT Lease” and, if QLT so elects,
such short form is called the “Short Form QLT Lease”).



ARTICLE 5

RISK




5.1 Risk and Purchaser’s Election




     The Properties shall be at the risk of the Vendors until the completion of the sale and
purchase contemplated by this Agreement and, if there is any material damage to the Building or the
Mechanical Systems occurring before that time, the Purchaser shall elect, no later than seven (7)
days after receiving written notice from the Vendors of the occurrence of such event (and in any
event prior to the Closing Date) by notice in writing, either:




	 	(a)	 	to terminate this Agreement, in which case the Deposit together with accrued
interest will be paid to the Purchaser in accordance with Section 2.3(b) and neither
the Vendors nor the Purchaser shall have any further obligation hereunder; or
	 
	 	(b)	 	to complete the transactions contemplated by this Agreement.




The Vendors shall give to the Purchaser prompt written notice of the occurrence of any material
damage to the Building or the Mechanical Systems. Failure by the Purchaser to so elect within the
time provided above shall be deemed to be an election to complete the transactions contemplated by
this Agreement. For the purpose of this Section, material damage means loss or damage to or
destruction of the Building or the Mechanical Systems to such an extent in either event that a
quantity surveyor engaged by the Vendors certifies that the replacement or repair thereof cannot be
completed for a cost of less than $2,000,000.00.










 



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5.2 Insurance Proceeds




     The amount of any insurance proceeds in connection with loss or damage occurring prior to the
passing of risk and not applied by the Vendors or the insurer to the cost of repairs, shall, if the
Purchaser elects or is deemed to have elected to complete, be assigned to and be payable to the
Purchaser.



ARTICLE 6

ADJUSTMENTS AND RELATED MATTERS




6.1 Adjustments




     Adjustments will be made in accordance with the following provisions:




	 	(a)	 	except as otherwise provided herein, all adjustments, both incoming and
outgoing, with respect to the Properties, including taxes, utilities, rents, common
area and operating expenses, deposits and interest thereon, tenant allowances, tenant
recharges, fuel, licences, insurance, audit costs, payments under Approved Service
Contracts and other items normally adjusted between a vendor and purchaser in the sale
of similar properties shall be adjusted as of the Closing Date so that the Vendors will
bear and pay all expenses and receive all income related to the Properties prior to the
Closing Date and the Purchaser will bear and pay all expenses and receive all income
related to the Properties from and including the Closing Date;
	 
	 	(b)	 	the Vendors will remain liable to remit, in accordance with Part IX of the
Excise Tax Act (Canada), any goods and services tax exigible on taxable supplies made
by the Vendors and that became payable (as contemplated in Section 168 of the Excise
Tax Act (Canada)) prior to the Closing Date;
	 
	 	(c)	 	the Vendors shall not be credited with arrears of rent or other charges owed by
Tenants as of the Closing Date, except that the Vendors shall be credited for arrears
of rent and any other charges owed by any Tenant as of the Closing Date in respect of
the then current month so long as such Tenant is not then in arrears for any previous
month; the Purchaser and the Vendors each agree to cooperate with the other in respect
of the collection of any then current arrears (including the full amount of any unpaid
federal goods and services tax payable by the Tenants on such arrears). The Vendors
shall provide the Purchaser with detailed information as to the determination of the
amount of such arrears, and the Purchaser shall take reasonable steps in order to
collect such arrears as soon as may be practicable. If and when the Purchaser collects
any such arrears the Purchaser will remit to the Vendors that portion due to the
Vendors in respect of the period prior to the dates of adjustment for the respective
components of such arrears, less any reasonable third party collection costs. For
greater certainty, the Vendors will be entitled to receive the full amount of goods and
services tax paid on arrears by the Tenants if such goods and services tax became
payable (as contemplated in Section 168 of the Excise Tax Act (Canada)) prior to the
Closing










 



-15-








	 	 	 	Date. Payment of rents and recoveries shall be applied first to current rents and
recoveries and the excess to the latest arrears. The Vendors shall be entitled to
attempt to collect any such arrears the Purchaser has not collected within three (3)
months after the Closing Date, provided that it shall not be entitled to terminate
any Tenant’s lease or seize any of the Tenant’s property on the Tenant’s premises;
	 
	 	(d)	 	although the Purchaser will be entitled, subject to the Vendors’ right under
Section 6.1(c), to collect all rentals and other recoveries after the Closing Date
whether applicable to periods prior to or after the Closing Date, the Purchaser and the
Vendors agree to receive in trust and promptly remit to the other that portion of any
rentals or recoveries received by it as would reasonably be expected to be credited to
or by the other party hereunder on a subsequent adjustment, subject to the provisions
of Section 6.1(c). Any rents and recharges received by the Vendors and designated by a
Tenant or other occupant to be applied to a period ending after the date of adjustment
for the subject matter of such arrears will be promptly paid or endorsed over to the
Purchaser; and
	 
	 	(e)	 	if any dispute arises with regard to the adjustments referred to in Article 6
either before or after the Closing Date, the matter in dispute will be referred in the
first instance to the auditors of the Purchaser and the auditors of the Vendors for
determination. If such auditors cannot agree on a determination of the matter in
dispute within thirty (30) days following the reference to them, the matter in dispute
will be referred to a single arbitrator under the Commercial Arbitration Act (British
Columbia) or any successor legislation then in effect in British Columbia. The Vendors
and Purchaser will make any references mentioned herein expeditiously and will share
all arbitration costs equally.





6.2 Further Adjustments




     A further adjustment with respect to the matters set forth in Section 6.1 which could not be
finally adjusted on the Closing Date will be made no later than six (6) months after the Closing
Date.



6.3 Adjustment Determination




     Both before and after the Closing Date, the Vendors and the Purchaser will use their best
efforts to determine all adjustments.



6.4 Tenant Inducements and Rent-Free Periods




     Any existing free-rent periods or other existing tenant inducements or leasing commissions
occurring after the Closing Date (but excluding any of the same that arise out of commitments
entered into by the Vendors pursuant to Section 4.2 except as provided therein) shall be set out in
the tenancy schedule delivered to the Purchaser as part of the Project Documents and determined on
the Closing Date and the applicable amounts so determined shall be present valued at a discount
rate of six percent (6%) per annum and the discounted amount shall be the responsibility of the
Vendors and paid by way of adjustment in favour of the Purchaser on the Closing Date. The
Purchaser shall indemnify and save harmless the Vendors









 



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from and against any and all claims, charges, costs, expenses and liabilities that the Vendors
or any of them may at any time suffer or incur as a result of any failure by the Purchaser to pay
or perform any such free-rent periods, tenant inducements or leasing commitments so adjusted.




ARTICLE 7

POSSESSION




7.1 Possession




     The Purchaser shall, upon completion of the sale and purchase, and subject to the Permitted
Encumbrances, the Leases, any commitments entered into by the Vendors in accordance with Section
4.2, and the QLT Lease, have possession of the Properties.



ARTICLE 8

REPRESENTATIONS AND WARRANTIES




8.1 Vendors’ Representations and Warranties




     The Vendors hereby represent and warrant to the Purchaser, regardless of any independent
investigations that the Purchaser may cause to be made, that:




	 	(a)	 	QLT is a duly incorporated and validly existing company in good standing under
the laws of the Province of British Columbia and has the corporate power and capacity
to own its interest in the Properties and to carry on its business;
	 
	 	(b)	 	each Nominee is a duly incorporated and validly existing company in good
standing under the laws of the Province of British Columbia and has the corporate power
and capacity to hold legal title to the Lot F Property, in the case of the Lot F
Nominee, and the Lot 1 Property, in the case of the Lot 1 Nominee, in trust for QLT and
to carry on its business;
	 
	 	(c)	 	none of QLT nor the Nominees are a non-resident of Canada within the meaning of
the Income Tax Act (Canada);
	 
	 	(d)	 	by the Closing Date, all necessary corporate action on the part of the Vendors
will have been taken to authorize and approve the completion of the transactions
contemplated by this Agreement;
	 
	 	(e)	 	none of the Vendors has any indebtedness or liability to any person, firm or
corporation that might now or hereafter constitute a lien, charge or encumbrance on the
Purchased Assets or that would affect the Purchaser’s right, from and after the Closing
Date, to own, occupy (subject to the Leases and the QLT Lease) and obtain revenue from
the Properties, other than Permitted Encumbrances;
	 
	 	(f)	 	subject to obtaining any required consents to the assignment of the Approved
Service Contracts, neither the execution of this Agreement nor the completion of the
transactions contemplated hereby will conflict with or result in a breach of the
respective constating documents of any of the Vendors nor constitute a breach of,










 



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	 	 	 	default under, or acceleration of any obligation under, or constitute any event
which, with the giving of notice or lapse of time or otherwise, would constitute a
breach of, default under, or acceleration of any obligation under, any indenture,
mortgage, deed of trust or any other agreement to which any of the Vendors is a
party or by which any of them is bound or to which any of their assets are subject
(including the Declarations of Trust);
	 
	 	(g)	 	there is no action, suit, claim, arbitration, judgment, investigation or
proceeding outstanding or pending or, to the knowledge of the Vendors, threatened
against or affecting any of the Vendors and pertaining to the Purchased Assets or any
part thereof at law or in equity or before or by any federal, provincial, municipal or
other governmental department, commission, board, bureau, agency or authority;
	 
	 	(h)	 	QLT has a good and marketable beneficial title to the Properties, legal title
to which is held by the Lot F Nominee, in the case of the Lot F Property, and by the
Lot 1 Nominee, in the case of the Lot 1 Property, each as nominee and bare trustee for
QLT pursuant to the Declarations of Trust, free and clear of all liens, charges and
encumbrances except the Permitted Encumbrances;
	 
	 	(i)	 	the Permitted Encumbrances described in Schedule C are in full force and effect
and have not been further amended, none of the Vendors is in default thereunder, no
other party is, to the knowledge of the Vendors, in default thereunder and there are no
existing disputes thereunder;
	 
	 	(j)	 	all municipal taxes, local improvement taxes, rates, levies and assessments of
every nature and kind with respect to the Properties for the 2007 calendar year and all
preceding calendar years, have been paid in full and, except as provided in the
Permitted Encumbrances described in Schedule C, none of the Vendors has, in connection
with the Properties, any present or future obligation to pay monies to any statutory
authority in connection with off-site roads, services, utilities or similar services or
to construct or provide off-site roads, services, utilities or similar services in
connection with the Properties;
	 
	 	(k)	 	none of the Vendors is a party to or bound by any collective bargaining
agreements or any agreements with a trade union by which the Purchaser will be bound by
virtue of acquiring the Purchased Assets, and there are no employees of the Vendors
with respect to whom the Purchaser will assume or incur any responsibility or liability
by virtue of acquiring the Purchased Assets;
	 
	 	(l)	 	with respect to the Properties:






	 	(i)	 	to the best of the knowledge of the Vendors, the Building is
not subject to any outstanding work order or notice of defect or non-compliance
from any provincial or municipal board or official or Board of Fire
Underwriters or like authority;










 



-18-








	 	(ii)	 	except as disclosed in the Project Documents, none of the
Vendors has received any Notice from any governmental authority of
non-compliance with respect to Environmental Laws;
	 
	 	(iii)	 	except as disclosed in the Project Documents, the Vendors have
not at any time received, handled, generated, used, stored, deposited, treated,
transported or disposed of any Hazardous Waste on the Lot F Property, the Lot 1
Property or within the Building except in compliance with all applicable
Environmental Laws; and
	 
	 	(iv)	 	except as disclosed in the Project Documents, none of the
Vendors has received any Notice from any governmental authority that requires
any remedial action to be conducted or any works to be undertaken with respect
to environmental contamination of the Lot F Property, the Lot 1 Property or the
Building;






	 	(m)	 	the Included Chattels are free and clear of all liens, charges and
encumbrances;
	 
	 	(n)	 	none of the Vendors has received any Notice from any governmental authority or
has any knowledge of any intention of any statutory authority to expropriate all or any
part of the Properties;
	 
	 	(o)	 	none of the Vendors has received any Notice from any governmental authority of
any intention of the applicable municipal authority to alter its zoning bylaw or
official community plan, if any, so as to affect or potentially affect in a detrimental
manner the Properties or the use thereof;
	 
	 	(p)	 	there are no claims, actions or proceedings pending or, to the knowledge of the
Vendors, threatened, in law or in equity, that would materially interfere with the use
and enjoyment of the Properties or the occupancy or use of all or any part of the
Properties by the Purchaser or any Tenant or QLT under the QLT Lease or that could
affect the Purchaser’s right to own, occupy and obtain revenue from the Properties;
	 
	 	(q)	 	with respect to the Leases:






	 	(i)	 	the Leases constitute all leases, agreements to lease, and
other rights in existence on the date of this Agreement, either written or
oral, under which any person, firm or corporation has any right to lease, use
or occupy any portion of the Lot F Property or the Building in the nature of a
tenancy or licence and all Tenants are at arm’s length from the Vendors;
	 
	 	(ii)	 	save for the current month’s rent, there are no deposits,
prepaid rents or other prepaid expenses which have been received from any
Tenants except as set forth in the Project Documents;
	 
	 	(iii)	 	the copies of the Leases which the Vendors will be making
available to the Purchaser for review are true copies thereof;










 



-19-








	 	(iv)	 	the Leases are good, valid and subsisting and enforceable
against the Tenants, and are, to the best of the knowledge of the Vendors, in
good standing except as specifically set forth in the Project Documents, and
there are no existing disputes thereunder, and none of the Vendors has received
any notice from any Tenant alleging any default by the Vendors or requiring the
Vendors to take any action not taken, and except as set forth in the Project
Documents the Leases have not been modified, extended, renewed or, to the
knowledge of the Vendors assigned by any Tenant, and the Leases constitute the
whole of the respective agreements of the Vendors or any of them with the
Tenants with respect to the occupancy of the Lot F Property and the Building by
the Tenants;
	 
	 	(v)	 	the Vendors have observed and performed in substantially all
respects all of the landlord’s covenants set forth in the Leases;
	 
	 	(vi)	 	neither the Leases nor the rents payable under them have been
assigned by the Vendors and none of the Tenants have any presently enforceable
rights or claims to set off or abatement with respect to future rents except as
set forth in the Leases;
	 
	 	(vii)	 	none of the Tenants are entitled to any capital contributions,
tenant allowances, inducements, or concessions which have not been fully paid
or satisfied by the Vendors except as set forth in the Project Documents, and
none of the Vendors is obliged to pay any Tenants for improvements, fixtures or
equipment during or on termination of any term or renewal thereof except as set
forth in the Leases;
	 
	 	(viii)	 	the Tenants have each taken possession of the premises demised by their
respective Leases and are paying regular instalments of monthly rent in
accordance with the terms of their respective Leases; and
	 
	 	(ix)	 	none of the Vendors has received any Notice indicating that the
Tenants do not operate their premises and their businesses within the Lot F
Property and the Building pursuant to all validly issued and required licences
and entirely in accordance with all lawful requirements of all applicable
statutory authorities;






	 	(r)	 	the Service Contracts which the Vendors will deliver to the Purchaser pursuant
to Section 3.1 constitute all of the Service Contracts respecting the Properties and
set forth the whole of the agreements between the Vendors or any of them and the other
parties thereto and there is no default thereunder;
	 
	 	(s)	 	the operating budget, operating expense summaries and capital improvement
summaries included with the Project Documents present fairly the expenses relating to
the Properties for the periods reported on; and
	 
	 	(t)	 	the Lot F Nominee has no beneficial interest in the Lot F Property and has
carried on no business or activity of any kind whatsoever other than holding legal
title to










 



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	 	 	 	the Lot F Property in trust for QLT and dealing with the Lot F Property on behalf of
and as directed by QLT, and the Lot 1 Nominee has no beneficial interest in the Lot
1 Property and has carried on no business or activity of any kind whatsoever other
than holding legal title to the Lot 1 Property in trust for QLT and dealing with the
Lot 1 Property on behalf of and as directed by QLT.





8.2 Survival of Warranties and Representations




     The representations and warranties contained in Section 8.1 shall survive the Closing Date and
shall continue in full force and effect for the benefit of the Purchaser for a period of
twenty-four (24) months after the Closing Date, notwithstanding any independent inquiry or
investigation by the Purchaser. Notice of any claim by the Purchaser for breach of representation
or warranty must be made in writing no later than twenty-four (24) months after the Closing Date.
The Vendors shall have no liability to the Purchaser whatsoever for the inaccuracy or breach of any
representation or warranty to the extent that the Purchaser had actual knowledge of such inaccuracy
or breach prior to the date on which the conditions referred to in Section 9.1(b) are satisfied or
waived. The Purchaser agrees to give written notice to the Vendors of any such inaccuracy or
breach as soon as reasonably practicable after the Purchaser acquires knowledge thereof.



8.3 As Is, Where Is




     The Purchaser acknowledges and agrees as follows:




	 	(a)	 	that subject to Section 8.1(l), it is the obligation of the Purchaser to
satisfy itself that there is no Hazardous Waste or other hazardous substances or
contamination on, in or about the Properties, and that the Vendors have no obligation
to make any investigations, tests or studies with respect to the existence of any
Hazardous Waste or other hazardous substances or contamination on, in or about the
Properties;
	 
	 	(b)	 	that the Purchaser is purchasing the Purchased Assets in an “as is/where is”
condition, that it enters into this Agreement relying entirely upon its own inspections
and the representations, warranties and covenants of the Vendors specifically set out
herein, and that there are no representations, warranties, guarantees, agreements or
conditions, whether direct or collateral, or express or implied, which induced the
Purchaser to enter into this Agreement or on which reliance is placed by the Purchaser,
or which affect this Agreement or the Purchased Assets, other than as specifically set
out in this Agreement; and
	 
	 	(c)	 	that the Purchaser is relying on its own due diligence in reviewing the Project
Documents and, except as specifically set out herein, the Project Documents are not
intended to constitute a representation or warranty as to any of the contents thereof
on the part of the Vendors.




The Purchaser hereby waives any requirement for the Vendors to obtain or provide to the Purchaser a
“site profile” for the Properties under any applicable laws.










 



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8.4 Purchaser’s Representations and Warranties




     The Purchaser hereby represents and warrants to the Vendors, regardless of any independent
investigations that the Vendors may cause to be made, that:




	 	(a)	 	the Purchaser is a duly incorporated and validly existing company in good
standing under the laws of British Columbia and has the power and capacity to enter
into and carry out the transactions contemplated by this Agreement;
	 
	 	(b)	 	by the Closing Date, all necessary corporate action on the part of the
Purchaser will have been taken to authorize and approve the execution and delivery of
this Agreement and the completion of the transactions contemplated herein;
	 
	 	(c)	 	there is no action, suit, claim, arbitration, judgment, investigation or
proceeding outstanding or pending or, to the Purchaser’s knowledge, threatened against
the Purchaser before any court, arbiter, arbitration panel, administrative tribunal or
agency which, if decided adversely to the Purchaser, might materially affect the
Purchaser’s ability to perform its obligations to purchase the Purchased Assets and
complete the transactions contemplated by this Agreement, and, to the knowledge of the
Purchaser, no state of facts exists which could constitute the basis of any such
action, suit, claim, arbitration, judgment, investigation or proceeding;
	 
	 	(d)	 	neither the execution of this Agreement nor the completion of the transactions
contemplated hereby will constitute a breach of, default under, or acceleration of any
obligation under, or constitute any event which, with the giving of notice or lapse of
time or otherwise, would constitute a breach of, default under, or acceleration of any
obligation under any indenture, mortgage, deed of trust or other agreement to which the
Purchaser is a party or by which the Purchaser is bound or to which any of the
Purchaser’s assets are subject;
	 
	 	(e)	 	subject to satisfaction of the condition referred to in Section 9.1(c), no
consent or approval of or registration, declaration or filing with, any governmental
commission, board, court or other regulatory body is required for the execution or
delivery of this Agreement by the Purchaser, the validity or enforceability of this
Agreement against the Purchaser, or the performance by the Purchaser of any of its
obligations hereunder; and
	 
	 	(f)	 	the Purchaser is not a non-Canadian within the meaning of the Investment Canada
Act (Canada).





ARTICLE 9

CONDITIONS PRECEDENT




9.1 Purchaser’s Conditions Precedent




     The Purchaser’s obligation to complete the transactions contemplated by this Agreement is
subject to satisfaction of the following conditions, each of which is for the sole benefit of the









 



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Purchaser and may be waived by the Purchaser giving notice in writing to the Vendors of such
waiver at or before the time provided for satisfaction thereof:





	 	(a)	 	on or before 5:00 p.m. (Vancouver time) on the date that is fifty (50) days
following the date of execution of this Agreement by both parties (or if such
50th day is not a Business Day, then on the next following Business Day),
the Purchaser shall have:






	 	(i)	 	obtained a term sheet for the financing of the Purchased Assets
on terms and conditions acceptable to the Purchaser in its sole discretion
provided that, in the event the Purchaser removes this condition, the Purchaser
shall provide the Vendors with a summary containing the particulars of the
terms and conditions of such term sheet as confirmation that an acceptable term
sheet has been received by the Purchaser;
	 
	 	(ii)	 	reached agreement with QLT in writing on the form of QLT Lease
in accordance with Section 4.6;
	 
	 	(iii)	 	reviewed and approved the Included Chattels;
	 
	 	(iv)	 	reached agreement with the Vendors in writing on the price
allocation for the Purchased Assets in accordance with Section 2.4; and
	 
	 	(v)	 	obtained from its solicitors a report satisfactory to the
Purchaser as to the title to the Lot F Property and the Lot 1 Property;






	 	(b)	 	on or before 5:00 p.m. (Vancouver time) on the date that is seventy-six (76)
days following the date of execution of this Agreement by both parties (or if such
76th day is not a Business Day, then on the next following Business Day),
the Purchaser shall have:






	(i)	 	obtained financing for the Purchased Assets on terms and
conditions acceptable to the Purchaser in its sole discretion; and
	 
	(ii)	 	conducted all physical, economic, environmental and other
investigations, inquiries of third parties and such other tests and studies as
the Purchaser may elect to conduct with respect to the Building, the Lot F
Property and the Lot 1 Property, such investigations, inquiries, tests and
studies to be conducted at the Purchaser’s sole cost and expense and to be
satisfactory to the Purchaser; and






	 	(c)	 	at least one (1) Business Day before the Closing Date:






	 	(i)	 	the Commissioner shall have issued an advance ruling
certificate under Section 102 of the Competition Act in respect of the sale and
purchase of the Purchased Assets and the other transactions contemplated by
this Agreement; or










 



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	 	(ii)	 	the applicable waiting period related to the pre-merger
notification under Part IX of the Competition Act shall have expired and the
Commissioner shall have provided written confirmation that he/she does not
intend to oppose, or make an application under Part VIII of the Competition Act
in respect of, such transactions.




The Purchaser agrees to Provide the Vendors and their agents with a weekly update on its progress
in satisfying the above conditions. If any of the conditions set out above in this Section is
neither satisfied nor waived by the Purchaser at or before the time provided above for satisfaction
thereof, then, unless the Vendors and the Purchaser otherwise agree in writing, neither the Vendors
nor the Purchaser shall have any further obligation to complete the transactions contemplated by
this Agreement, and the Deposit and interest thereon shall be returned to the Purchaser in
accordance with Section 2.3(b), without prejudice to any other rights of the parties under or
pursuant to this Agreement.




9.2 Purchaser’s Closing Conditions




     The Purchaser’s obligation to complete the transactions contemplated by this Agreement is
subject to satisfaction of the following conditions, each of which is for the sole benefit of the
Purchaser and may be waived by the Purchaser giving notice in writing to the Vendors of such waiver
at or before the time provided for satisfaction thereof:




	 	(a)	 	at the time for commencement of closing on the Closing Date, the
representations and warranties of the Vendors contained in Section 8.1, save as
contemplated herein and subject to Section 8.2, shall be true on and as of the Closing
Date in all material respects with the same effect as though such representations and
warranties had been made on and as of the Closing Date; and
	 
	 	(b)	 	at the time for commencement of closing on the Closing Date, all of the
covenants and agreements of the Vendors to be performed at or before such time pursuant
to this Agreement shall have been duly performed in all material respects.




If any of the conditions set out above in this Section is neither satisfied nor waived by the
Purchaser at or before the time provided above for satisfaction thereof, then, unless the Vendors
and the Purchaser otherwise agree in writing, the Purchaser shall either:





	 	(c)	 	complete the transactions contemplated by this Agreement notwithstanding the
non-satisfaction of the condition or conditions, in which event such completion shall
constitute a waiver of such condition or conditions to the extent not satisfied as
conditions of closing, but any such waiver and completion shall be without prejudice to
any of the Purchaser’s other rights under this Agreement; or
	 
	 	(d)	 	by notice in writing to the Vendors, elect not to complete the transactions
contemplated by this Agreement, in which event the Deposit plus accrued interest shall
be returned to the Purchaser in accordance with Section 2.3(c), without prejudice to
any other rights of the Purchaser under or pursuant to this Agreement.










 



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9.3 Satisfaction of Conditions Precedent




     The Purchaser will use all reasonable commercial efforts to facilitate the satisfaction of the
conditions set forth in Sections 9.1 and 9.2.



9.4 Vendors’ Conditions Precedent




     The Vendors’ obligation to complete the transactions contemplated by this Agreement is subject
to satisfaction of the following condition, which is for the sole benefit of the Vendors and may be
waived by the Vendors giving notice in writing to the Purchaser of such waiver at or before the
time provided for satisfaction thereof:




	 	(a)	 	on or before 5:00 p.m. (Vancouver time) on the date that is fifty (50) days
following the date of execution of this Agreement by both parties (or if such
50th day is not a Business Day, then on the next following Business Day),
the Vendors shall have:






	 	(i)	 	reached agreement with the Purchaser in writing on the form of
QLT Lease in accordance with Section 4.6; and
	 
	 	(ii)	 	reached agreement with the Purchaser in writing on the price
allocation for the Purchased Assets in accordance with Section 2.4; and






	 	(b)	 	at least one (1) Business Day before the Closing Date:






	 	(i)	 	the Commissioner shall have issued an advance ruling
certificate under Section 102 of the Competition Act in respect of the sale and
purchase of the Purchased Assets and the other transactions contemplated by
this Agreement; or
	 
	 	(ii)	 	the applicable waiting period related to the pre-merger
notification under Part IX of the Competition Act shall have expired and the
Commissioner shall have provided written confirmation that he/she does not
intend to oppose, or make an application under Part VIII of the Competition Act
in respect of, such transactions.




If any of the conditions set out above in this Section is neither satisfied nor waived by the
Vendors at or before the time provided above for satisfaction thereof, then, unless the Vendors and
the Purchaser otherwise agree in writing, neither the Vendors nor the Purchaser shall have any
further obligation to complete the transactions contemplated by this Agreement, and the Deposit and
interest thereon shall be returned to the Purchaser in accordance with Section 2.3(b), without
prejudice to any other rights of the parties under or pursuant to this Agreement.




9.5 Vendors’ Closing Conditions




     The Vendors’ obligation to complete the transactions contemplated by this Agreement is subject
to satisfaction of the following conditions, each of which is for the sole benefit of the









 



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Vendors and may be waived by the Vendors giving notice in writing to the Purchaser of such
waiver at or before the time provided for satisfaction thereof:





	 	(a)	 	at the time for commencement of closing on the Closing Date, the
representations and warranties of the Purchaser contained in Section 8.4 shall be true
on and as of the Closing Date in all material respects with the same effect as though
such representations and warranties had been made on and as of the Closing Date; and
	 
	 	(b)	 	at the time for commencement of closing on the Closing Date, all of the
covenants and agreements of the Purchaser to be performed at or before such time
pursuant to this Agreement shall have been duly performed in all material respects.




If any of the conditions set out above in this Section is neither satisfied nor waived by the
Vendors at or before the time provided above for satisfaction thereof, then, unless the Vendors and
the Purchaser otherwise agree in writing, the Vendors shall either:





	 	(c)	 	complete the transactions contemplated by this Agreement notwithstanding the
non-satisfaction of the condition or conditions, in which event such completion shall
constitute a waiver of such condition or conditions to the extent not satisfied as
conditions of closing, but any such waiver and completion shall be without prejudice to
any of the Vendors’ other rights under this Agreement; or
	 
	 	(d)	 	by notice in writing to the Purchaser, elect not to complete the transactions
contemplated by this Agreement, in which event the Deposit plus accrued interest shall
be paid to the Vendors in accordance with Section 2.3(d), without prejudice to any
other rights of the Vendors under or pursuant to this Agreement.





9.6 Nature of Conditions




     The Vendors and the Purchaser acknowledge and agree that although the obligations of the
parties to complete the transactions contemplated by this Agreement are subject to satisfaction or
waiver of the conditions set forth in Sections 9.1, 9.2, 9.4 and 9.5, those conditions are not
conditions to there being a binding agreement between the parties, and until the time limited for
satisfaction or waiver of such conditions has expired, this Agreement is not void, voidable,
revocable or, except for default or as otherwise expressly provided in this Agreement, capable of
being terminated, by any of the parties hereto, by reason only that any such condition has been
neither satisfied nor waived. Without limiting the generality of the foregoing, each party
acknowledges the receipt of $10.00 and other good and valuable consideration paid by the other
parties in consideration of the recipient not revoking its execution and delivery of this
Agreement, except for default or as otherwise expressly provided in this Agreement, while this
Agreement remains subject to the conditions set forth in Sections 9.1, 9.2, 9.4 and 9.5.









 



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ARTICLE 10

CLOSING




10.1 Closing




     Unless otherwise agreed between the Vendors’ Solicitors and the Purchaser’s Solicitors, the
closing of the purchase and sale of the Purchased Assets shall commence a 9:00 a.m. (Vancouver
time) on the Closing Date in the offices of the Vendors’ Solicitors, at 25th Floor, 700 West
Georgia Street, Vancouver, British Columbia.



10.2 Vendors’ Closing Documents




     Before the Closing Date, the Vendors will deliver to the Purchaser’s Solicitors, to be held in
escrow as hereinafter provided, the following:




	 	(a)	 	a transfer to the Purchaser of QLT’s beneficial interest in the Properties duly
executed by QLT;
	 
	 	(b)	 	Form A transfers (the “Form A Transfers”) transferring to the Purchaser
registered title to:






	 	(i)	 	the Lot F Property, duly executed by the Lot F Nominee; and
	 
	 	(ii)	 	the Lot 1 Property, duly executed by the Lot 1 Nominee;






	 	(c)	 	the Assignment of Leases, duly executed by the Vendors;
	 
	 	(d)	 	the Assignment of Approved Service Contracts, duly executed by the Vendors;
	 
	 	(e)	 	the QLT Lease, duly executed by QLT as tenant;
	 
	 	(f)	 	a bill of sale absolute conveying to the Purchaser the Included Chattels and
the interest of the Vendors in the Project Documents to the extent such interest is
transferrable, duly executed by the Vendors;
	 
	 	(g)	 	a certificate dated the Closing Date of a responsible officer of QLT having
knowledge of the facts certifying that to the knowledge of such officer the
representations and warranties set out in Section 8.1 are true and correct as at the
Closing Date in all material respects and that the Vendors’ covenants and agreements to
be observed or performed on or before the Closing Date pursuant to this Agreement have
been duly observed and performed in all material respects, in each case with
particulars of any applicable exceptions;
	 
	 	(h)	 	a statement of adjustments approved by the Vendors;
	 
	 	(i)	 	a notice from the Vendors to the Tenants giving notice of the sale of the Lot F
Property and the Building and directing that rent and all other amounts payable to










 



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	 	 	 	the landlord under the Leases be paid to the Purchaser or as the Purchaser may
direct;
	 
	 	(j)	 	the Estoppel Certificates required pursuant to Section 4.3 (and, if required,
the Replacement Estoppel Certificates); and
	 
	 	(k)	 	such further documents, certificates and assurances of the Vendors as may be
requisite in the reasonable opinion of the Purchaser’s Solicitors to complete the
transactions contemplated by this Agreement and for more perfectly and absolutely
assigning, transferring, assuring to and vesting in the Purchaser, title to the
Purchased Assets, free and clear from all claims, liens, charges, encumbrances and
caveats other than the Permitted Encumbrances, provided that the Purchaser’s Solicitors
have prepared and delivered them to the Vendors’ Solicitors at least five (5) Business
Days prior to the Closing Date.





10.3 Purchaser’s Closing Documents




     Before the Closing Date, the Purchaser will deliver to the Vendors’ Solicitors, to be held in
escrow as hereinafter provided, the following:




	 	(a)	 	the Assignment of Leases, duly executed by the Purchaser;
	 
	 	(b)	 	the Assignment of Approved Service Contracts, duly executed by the Purchaser;
	 
	 	(c)	 	the QLT Lease, duly executed by the Purchaser as landlord;
	 
	 	(d)	 	the documents referred to in Sections 10.2(f) and 10.2(i) which require
execution by the Purchaser, duly executed by the Purchaser;
	 
	 	(e)	 	the GST Certificate, duly executed by the Purchaser;
	 
	 	(f)	 	a general indemnity from the Purchaser in favour of the Vendors with respect to
matters arising from and after the Closing Date in respect of the obligations assumed
by the Purchaser in Section 4.2 and in the documents referred to in Sections 10.3(a),
(b), (c), (d) and (e) above;
	 
	 	(g)	 	a certificate dated the Closing Date of a responsible officer of the Purchaser
having knowledge of the facts certifying that to the knowledge of such officer the
representations and warranties set out in Section 8.4 are true and correct as at the
Closing Date in all material respects and that the Purchaser’s covenants and agreements
to be observed or performed on or before the Closing Date pursuant to this Agreement
have been duly observed and performed in all material respects, in each case with
particulars of any applicable exceptions;
	 
	 	(h)	 	a statement of adjustments approved by the Purchaser; and
	 
	 	(i)	 	such further documents, certificates and assurances of the Purchaser as may be
requisite in the reasonable opinion of the Vendors’ Solicitors to complete the










 



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	 	 	 	transactions contemplated by this Agreement, provided that the Vendors’ Solicitors
have prepared and delivered them to the Purchaser’s Solicitors at least five (5)
Business Days prior to the Closing Date.





10.4 Form of Documents




     All documents referred to in Sections 10.2 and 10.3 shall be in form and substance
satisfactory to the solicitors for the party entitled to delivery thereof, acting reasonably, and
shall be agreed to not less than five (5) Business Days prior to the Closing Date.



10.5 Payment in Trust




     On or before the Closing Date, the Purchaser will pay to the Purchaser’s Solicitors in trust
the amount due to the Vendors pursuant to Section 2.2(b), as adjusted pursuant to Article 6,
together with any other amounts payable by the Purchaser or the Purchaser’s Solicitors on or after
the Closing Date pursuant to this Agreement under Sections 10.11, 11.5 and, if applicable, 11.8,
less the amount to be advanced to the Purchaser on the Closing Date under any mortgage financing
arranged by the Purchaser.



10.6 Registration




     Forthwith following the payment in Section 10.5 and after receipt by the Purchaser’s
Solicitors of the documents referred to in Section 10.2 and after receipt by the Vendors’
Solicitors of the documents referred to in Section 10.3, and subject to the requirements of Section
10.12 being satisfied, if applicable:




	 	(a)	 	the Purchaser will cause the Purchaser’s Solicitors to file in the LTO on the
Closing Date the Form A Transfers and any security documents applicable to any mortgage
financing arranged by the Purchaser, concurrently with the filing referred to in
Section 10.6(b); and
	 
	 	(b)	 	if QLT elects to register the QLT Lease, the Vendors will cause the Vendors’
Solicitors to file in the LTO on the Closing Date the QLT Lease or the Short Form QLT
Lease, as applicable, concurrently with the filing referred to in Section 10.6(a), so
that the QLT Lease or the Short Form QLT Lease, as applicable, will have the priority
of registration required by the QLT Lease;




the intent being that, if QLT elects to register the QLT Lease, the documents referred to in
Sections 10.6 (a) and (b) will be filed together as one package.




10.7 Closing




     Forthwith following the filings referred to in Section 10.6 and upon a post filing for
registration check of the title for each of the Lot F Property and the Lot 1 Property in the LTO
indicating that the Form A Transfers and, if QLT elects to register the QLT Lease, the QLT Lease or
the Short Form QLT Lease, as applicable, and any security documents applicable to any mortgage
financing arranged by the Purchaser submitted to the LTO in accordance with









 



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Section 10.6, have been noted on the title for the Lot F Property and the Lot 1 Property in the LTO as
pending registrations, and indicating that in the normal course of LTO procedures:





	 	(a)	 	title to the Lot F Property and the Lot 1 Property will be registered in the
name of the Purchaser subject only to the Permitted Encumbrances, the security
documents applicable to any mortgage financing arranged by the Purchaser that have been
filed for registration in the LTO pursuant to Section 10.6, and any other charges
granted by or claimed through the Purchaser; and
	 
	 	(b)	 	if QLT elects to register the QLT Lease, the QLT Lease or the Short Form QLT
Lease, as applicable, will be registered against title to the Lands with the priority
required by its terms;




the Purchaser will cause the Purchaser’s Solicitors to deliver to the Vendors’ Solicitors in trust
on the Closing Date a wire transfer payable to the Vendors’ Solicitors in trust for the amount due
to the Vendors pursuant to Section 2.2(b), as adjusted pursuant to Article 6, and after receipt by
the Vendors’ Solicitors of such payment, the Purchaser’s Solicitors will be entitled to release the
documents referred to in Section 10.2 to the Purchaser, the Vendors’ Solicitors will be entitled to
release such payment and the documents referred to in Section 10.3 to the Vendors, and the Vendors’
Solicitors will be entitled to (and will be directed by the parties to) pay to the Vendors the
Deposit and to release to the Purchaser all interest earned on the Deposit.




10.8 Concurrent Requirements




     It is a condition of this Agreement that all requirements of Sections 10.5 to 10.7 are
concurrent requirements and it is specifically agreed that nothing will be completed on the Closing
Date until everything required to be paid, executed and delivered on the Closing Date has been so
paid, executed and delivered and until the Purchaser’s Solicitors have satisfied themselves as to
title and, if QLT elects to register the QLT Lease, the Vendors’ Solicitors have satisfied
themselves as to registration and priority of the QLT Lease or the Short Form QLT Lease, as
applicable, as provided in Section 10.7.



10.9 Discharge of Encumbrances by Vendors




     If on the Closing Date there are any judgments, liens, claims of lien or any other financial
charges against title to the Purchased Assets which are not Permitted Encumbrances, the Vendors
will not be required to clear the title to the Purchased Assets prior to the receipt of the net
sales proceeds of the Purchased Assets, but will be obligated to do so forthwith following receipt
of such net sales proceeds and, in that event, the Purchaser’s Solicitors may pay the net sales
proceeds to the Vendors’ Solicitors on the condition that the Vendors’ Solicitors undertake to
forthwith pay off and discharge any such judgment, lien, claim of lien or other financial charge.



10.10 Delivery of Project Documents




     The Vendors will, within two (2) Business Days after of the Closing Date, deliver to the
Purchaser or as the Purchaser may direct, to the extent not previously delivered:




	 	(a)	 	the original Project Documents;










 



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	 	(b)	 	keys and master keys to all units and facilities of the Properties.





10.11 Goods and Services and Social Services Tax





	 	(a)	 	The Purchaser represents and warrants that it will on the Closing Date be
registered under Subdivision (d) of Division V of Part IX of the Excise Tax Act and
will on the Closing Date provide the Vendors with a certificate (the “GST Certificate”)
stating that the Purchaser is registered with Canada Revenue Agency for the purposes of
goods and services tax (“GST”) and setting out its GST registration number.
	 
	 	(b)	 	The Purchaser agrees that, if and to the extent required under Part IX of the
Excise Tax Act, it will remit directly to Canada Revenue Agency any tax that may be
exigible under Part IX of the Excise Tax Act in respect of the purchase and sale of the
Purchased Assets. Such tax shall be payable by the Purchaser in addition to the
Purchase Price.
	 
	 	(c)	 	The Purchaser agrees that it will remit directly to the Minister of Finance any
tax that may be exigible under the Social Service Tax Act (British Columbia) in respect
of the purchase and sale of the Included Chattels. Such tax shall be payable by the
Purchaser in addition to the Purchase Price.
	 
	 	(d)	 	The Purchaser will pay any amount required to be paid by the Purchaser pursuant
to Section 10.11(c) to the Purchaser’s Solicitors in trust on or before the Closing
Date and the Purchaser’s solicitors will undertake to the Vendors’ solicitors to make
the payment as required forthwith upon completion of registration as contemplated in
Section 10.7.





10.12 Purchaser Financing




     If the Purchaser is relying on a new mortgage to finance a portion of the Purchase Price, the
Purchaser, while still required to pay the amount due to the Vendors pursuant to Section 2.2(b), as
adjusted pursuant to Article 6, in accordance with Section 10.7 and, if applicable, Section 11.8,
may wait to pay such amount to the Vendor until after the Form A Transfers and new mortgage
documents have been lodged for registration in the LTO, but only if, before such lodging, the
Purchaser has:




	 	(a)	 	made payment into trust in accordance with Section 10.5, and such funds paid
into trust, together with the anticipated proceeds of the new mortgage, are sufficient
to enable the Purchaser’s Solicitors to pay the amounts required to be paid by them on
the Closing Date under this Agreement (including any amounts payable under Sections
10.11, 11.5 and, if applicable, 11.8;
	 
	 	(b)	 	fulfilled all the new mortgagee’s conditions for funding except the lodging of
the mortgage for registration in the LTO; and
	 
	 	(c)	 	made available to the Vendors’ Solicitors, an undertaking of the Purchaser’s
Solicitors satisfactory to the Vendors’ Solicitors acting reasonably, to pay the
















 




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portion of the Purchase Price secured by the new mortgage upon the lodging of the Form A
Transfers and new mortgage documents in the LTO and the advance by the new mortgagee of
the mortgage proceeds.



ARTICLE 11

GENERAL




11.1 Further Assurances




     Each of the parties shall execute and deliver all such further documents and do such further
acts and things as may be reasonably required from time to time to give effect to this Agreement.



11.2 Survival




     All of the representations, warranties, covenants and agreements of the Vendors and the
Purchaser contained in this Agreement will survive the closing of the purchase and sale of the
Purchased Assets contemplated by this Agreement for a period of twenty-four (24) months following
the Closing Date.



11.3 Entire Agreement




     This Agreement and the agreements and instruments to be executed and delivered by the parties
pursuant to this Agreement constitute the entire agreement between the Vendors and the Purchaser
pertaining to the purchase and sale of the Purchased Assets and the other transactions contemplated
by this Agreement and supersede all prior agreements and undertakings, negotiations and
discussions, whether oral or written, of the Vendors and the Purchaser pertaining to the purchase
and sale of the Purchased Assets and the other transactions contemplated by this Agreement, and
there are no warranties, representations, covenants or agreements between the Vendors and Purchaser
pertaining to the purchase and sale of the Purchased Assets except as set forth herein and in such
agreements and instruments.



11.4 Notices




     Any notice, document or communication required or permitted to be given hereunder shall be in
writing and delivered by hand or sent by facsimile to the party to which it is to be given as
follows:


To the Vendors:



QLT Inc.

887 Great Northern Way

Vancouver, British Columbia

V5T 4T5



Attention: Cameron Nelson



Fax No.: (604) 707-7253










 



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with a copy to:



Farris, Vaughan, Wills & Murphy LLP

25th Floor, 700 West Georgia Street

Vancouver, British Columbia

V7Y 1B3

Attention: Paul S. Richardson



Fax No.: (604) 661-9349



To the Purchaser:



Discovery Parks Holdings Inc.

910-1111 Melville Street

Vancouver, British Columbia

V6E 3V6



Attention: Tom Douglas



Fax No.: (604) 734-7278



with a copy to:



Fraser Milner Casgrain LLP

15th Floor, 1040 West Georgia Street

Vancouver, British Columbia

V6E 4H8



Attention: John Third



Fax No.: (604) 683-5214



or to such other address or fax number as any party may in writing advise. Any notice, document or
communication will be deemed to have been given when delivered, if delivered, and on the following
Business Day after transmission if sent by facsimile.




11.5 Fees




     Each of the parties will pay its own legal fees. The Purchaser shall pay all goods and
services tax, social services tax, registration fees and property transfer tax payable in
connection with its purchase of the Purchased Assets and the Vendors will pay all costs incurred in
clearing title thereto as required herein. If QLT elects to register the QLT Lease, the Vendors
will also pay all registration fees and property transfer tax in connection with registration of
the QLT Lease or the Short Form QLT Lease, as applicable,.









 



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11.6 Real Estate Commissions




     The Vendors represent and warrant to the Purchaser that they have not retained any agent,
salesman, consultant or other third party in connection with the sale of the Purchased Assets other
than Colliers Macaulay Nicolls Inc. and covenant and agree with the Purchaser that the Vendors will
cause the Vendors’ Solicitors to pay the fee payable to Colliers Macaulay Nicolls Inc. in respect
of the sale of the Purchased Assets (for certainty, excluding any leasing commissions) out of the
sale proceeds. The Purchaser represents and warrants to the Vendors that it has not retained any
agent, salesman, consultant or other third party in connection with the purchase of the Purchased
Assets and that the Purchaser is not liable to pay any commission to any third party in respect of
such transaction. The Purchaser covenants and agrees to indemnify and save harmless the Vendors
and each of them from and against any real estate commissions, fees or any other payments that the
Purchaser has contracted or is liable to pay in respect of the purchase of the Purchased Assets.



11.7 Time




     Time shall be of the essence of this Agreement.



11.8 Tender





	 	(a)	 	Any tender of documents or money may be made upon the party being tendered or
upon its solicitors and money may be tendered by wire transfer or by solicitor’s
certified cheque or bank draft from an Approved Financial Institution.
	 
	 	(b)	 	Subject to Section 11.8(c), but notwithstanding any other provision of this
Agreement, the parties agree that, if the Purchaser is required by applicable
legislation to cause the amount set out in Section 2.2(b), as adjusted, to be paid by
electronic or wire transfer of funds, then:






	 	(i)	 	the Purchaser will make all commercially reasonable efforts to
ensure that such amount will be transferred to and received by the Vendors’
Solicitors on or before 3:00 p.m. (Vancouver time) on the Closing Date; and
	 
	 	(ii)	 	if for any reason out of the control of the Purchaser (which,
for greater certainty, will not include any event which is a default by the
Purchaser under this Agreement), the Purchaser cannot ensure that such an
amount will be received by the Vendors’ Solicitors on or before the time and
date set out in Section 11.8(b)(i), then subject to Section 11.8(c), the
Purchaser will be entitled to pay such amount on or before 3:00 p.m. (Vancouver time)
on the Business Day next following the Closing Date so long as, in addition
to such amount, the Purchaser also pays to the Vendors at the same time
interest on such amount, at a rate equal to the Prime Rate plus one percent
(1%) per annum, for each day from and including the Closing Date to but not
including the day such payment is made. “Prime Rate”, as used herein, means
that variable annual rate of interest quoted by the main branch of HSBC Bank
Canada, Vancouver, British Columbia, from time to time as the rate of
interest used by it as a reference rate for setting 










 



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	 	 	 	rates of interest on
Canadian dollar loans in Canada repayable on demand and commonly referred to
by such Bank as its “prime rate”.






	 	(c)	 	If the Purchaser is relying on a new mortgage to finance a portion of the
Purchase Price, the Purchaser shall only be entitled pursuant to Section 11.8(b) to pay
the amount set out in Section 2.2(b), as adjusted, on the Business Day next following
the Closing Date if, on the Closing Date, the Purchaser’s Solicitors have in their
possession Form A transfers transferring to the Lot F Nominee registered title to the
Lot F Property and to the Lot 1 Nominee registered title to the Lot 1 Property, each
duly executed by the Purchaser, discharges of the security documents applicable to the
Purchaser’s mortgage financing duly executed by the mortgagee, and an amount equal to
the property transfer tax and registration fees that would be payable on registration
in the LTO of such transfer and discharges, and have given the Vendor’s Solicitors an
undertaking satisfactory to the Vendor’s Solicitors acting reasonably to lodge such
documents for registration in the LTO and to pay the property transfer tax and
registration fees payable in respect thereof if payment of the amount set out in
Section 2.2(b), as adjusted, and interest (if applicable) is not made in accordance
with Section 11.8(b) and the Form A Transfers and security documents applicable to the
Purchaser’s mortgage financing are finally registered in the LTO before they can be
withdrawn from the LTO by the Purchaser’s Solicitors.





11.9 Assignment




     The Purchaser shall not be entitled to assign its rights under this Agreement without the
prior written consent of the Vendors, which consent may be arbitrarily withheld. Any approval by
the Vendors of an assignment will be subject to the Purchaser delivering to the Vendors a written
assumption from the assignee pursuant to which the assignee assumes all of the obligations of the
Purchaser hereunder. No assignment will relieve the Purchaser of its liability hereunder.



11.10 Enurement




     This Agreement shall enure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns permitted in accordance with Section 11.9.



11.11 Counterparts




     This Agreement may be executed in counterparts and when each party has executed a counterpart
each of such counterparts shall be deemed to be an original and all of such counterparts when taken
together shall constitute one and the same agreement.



11.12 Execution




     This Agreement may be executed and delivered by facsimile.



     IN WITNESS WHEREOF this Agreement has been executed as of the day and year first above
written.









 



-35-

	 	 	 	 	 
	QLT INC.

 	 	 
	Per: 	/s/ Robert L. Butchofsky
 	 	 
	 	 	 
	 	 	 
	 
	560677 B.C. LTD.

 	 	 
	Per: 	/s/ Robert L. Butchofsky
 	 	 
	 	 	 
	 	 	 
	 
	630321 B.C. LTD.

 	 	 
	Per: 	/s/ Robert L. Butchofsky
 	 	 
	 	 	 
	 	 	 
	 
	DISCOVERY PARKS HOLDINGS INC.

 	 	 
	Per: 	/s/ Mark Betteridge
 	 	 
	 	 	 
	 	 	 










 



A-1

	 	 	 	 	 




SCHEDULE A




ASSIGNMENT OF APPROVED SERVICE CONTRACTS





THIS AGREEMENT made as of the       day of                                         , 2008.



BETWEEN:


QLT INC. (“QLT”)

560677 B.C. LTD.

887 Great Northern Way

Vancouver, British Columbia

V5T 4T5



(the “Vendors”)




AND:



DISCOVERY PARKS HOLDINGS INC.

910-1111 Melville Street

Vancouver, British Columbia

V6E 3V6



(the “Purchaser”)




     WHEREAS by an agreement (the “Purchase Agreement”) dated for reference •, 2008 between the
Vendors and the Purchaser, the Vendors agreed to sell and the Purchaser agreed to purchase certain
interests in the lands and premises at 887 Great Northern Way, Vancouver, British Columbia on the
terms and conditions set forth in the Purchase Agreement.



     NOW THEREFORE THIS ASSIGNMENT WITNESSES that in consideration of the mutual covenants herein
contained and other good and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged by each of the parties) the Vendors and the Purchaser covenant and agree as follows:



1. Definitions




     In this Assignment:




	 	(a)	 	terms which are defined in the Purchase Agreement which are used and
capitalized in this Assignment shall have the respective meanings specified in the
Purchase Agreement except as otherwise defined herein;
	 
	 	(b)	 	“Approved Service Contracts” means the service contracts described in Exhibit A
hereto; and
	 
	 	(c)	 	“Closing Date” means •, 2008.










 



A-2







2. Assignment




     Subject to paragraph 4, the Vendors hereby absolutely assign, transfer and set over unto the
Purchaser:




	 	(a)	 	all of the Vendors right, title and interest in and to the Approved Service
Contracts;
	 
	 	(b)	 	any and all payments due or accruing due or at any time after the Closing Date
to become due to the Vendors under the Approved Service Contracts; and
	 
	 	(c)	 	the benefit of all warranties and covenants made or given by the parties to the
Approved Service Contracts other than the Vendors;




with full power and authority to sue for damages for breach of any warranty or covenant or for
specific performance of covenants in the name of the Vendors.




3. Assumption




     As of the Closing Date, the Purchaser does hereby assume those obligations of the Vendors
under the Approved Service Contracts which are to be observed or performed on or after the Closing
Date and which did not arise directly or indirectly as a result of a default by the Vendors
occurring prior to the Closing Date (which obligations are herein called the “Assumed Obligations”)
and covenants and agrees with the Vendors that from and including the Closing Date, the Purchaser
will observe and perform all the Assumed Obligations and will indemnify and save harmless the
Vendors and each of them from and against any and all liabilities of every nature and kind with
respect to any non-performance or non-observance by the Purchaser, or any persons claiming through
or under the Purchaser, of the Assumed Obligations. It is specifically understood and agreed by
the Vendors that the Purchaser does not assume any obligations other than the Assumed Obligations
nor does the Purchaser agree to indemnify or save harmless with respect to any of the obligations
other than the Assumed Obligations.



4. Third Party Consents




     If any consent, approval, release or waiver of a third party (herein called the “Required
Consent”) is required to permit the assignment and transfer by the Vendors to the Purchaser of any
of the Approved Service Contracts:




	 	(a)	 	the assignment and transfer of any applicable Approved Service Contract in
respect of which the Required Consent has not been received on the Closing Date will
not be effective until the applicable Required Consent has been received;
	 
	 	(b)	 	until such time, the Approved Service Contract in respect of which the Required
Consent is required will be held by the Vendors in trust and as bare trustee for the
benefit of the Purchaser;
	 
	 	(c)	 	such transfer and assignment shall take effect immediately upon the Required
Consent being given; and










 



A-3


	 	(d)	 	until such time, the Vendors and the Purchaser shall use their commercially
reasonable efforts to obtain the Required Consent.




Nothing in this paragraph 4 shall relieve any of the parties from their respective obligations
under paragraphs 3, 5, and 6 of this Assignment, and the provisions of paragraphs 3, 5 and 6 shall
have effect as of the Closing Date as if all Required Consents to the assignment and transfer of
the Approved Service Contracts had been given as of the Closing Date.




5. Further Assurances




     Each of the parties shall at all times hereafter execute and deliver all such further
documents and instruments and shall do such further acts and things as may be reasonably required
to give full effect to this Assignment.



6. Indemnity




     The Vendors covenant and agree with the Purchaser that the Vendors will indemnify and save
harmless the Purchaser from and against all obligations which were to be observed or performed by
the Vendors under the Approved Service Contracts prior to the Closing Date and against any and all
liabilities of every nature and kind under the Approved Service Contracts arising from any default
of the Vendors thereunder occurring prior to the Closing Date. The foregoing indemnity will cease
to be of any force or effect on that date which is twelve (12) months following the Closing Date
(except in respect of any claims written notice of which has been delivered to the Vendors prior to
such date).



7. Governing Law




     This Assignment shall be governed by and construed in accordance with the laws of the Province
of British Columbia and of Canada applicable to the Province of British Columbia.



8. Enurement




     This Assignment shall enure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns.



9. Counterparts




     This Assignment may be executed in counterparts and when each party has executed a counterpart
each of such counterparts shall be deemed to be an original and all of such counterparts when taken
together shall constitute one and the same agreement.









 



A-4


10. Execution




     This Assignment may be executed and delivered by facsimile.



     IN WITNESS WHEREOF this Assignment has been executed as of the day and year first above
written.



	 	 	 	 	 
	 	QLT INC.
 	 
	 	Per: 	 	 
	 	 	 
	 
	 	560677 B.C. LTD.
 	 
	 	Per: 	 	 
	 	 	 
	 
	 	 DISCOVERY PARKS HOLDINGS INC.
 	 
	 	Per: 	 	 
	 	 	 
	 	 	 
	 	 	 









 



A-5

	 	 	 	 	 




EXHIBIT A




[Description of Approved Service Contracts]










 



B-1




SCHEDULE B




ASSIGNMENT OF LEASES



THIS
AGREEMENT made as of the ___ day of ________, 2008.





     BETWEEN:


QLT INC. (“QLT”)

560677 B.C. LTD.

887 Great Northern Way

Vancouver, British Columbia

V5T 4T5



(the “Vendors”)



AND:



DISCOVERY PARKS HOLDINGS INC.

910-1111 Melville Street

Vancouver, British Columbia

V6E 3V6



(the “Purchaser”)




     WHEREAS by an agreement (the “Purchase Agreement”) dated for reference •, 2008 between the
Vendors and the Purchaser, the Vendors agreed to sell and the Purchaser agreed to purchase certain
interests in the lands and premises at 887 Great Northern Way, Vancouver, British Columbia on the
terms and conditions set forth in the Purchase Agreement.



     NOW THEREFORE THIS ASSIGNMENT WITNESSES that in consideration of the mutual covenants herein
contained and other good and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged by each of the parties) the Vendors and the Purchaser covenant and agree as follows:



1. Definitions




     In this Assignment:




	 	(a)	 	terms which are defined in the Purchase Agreement which are used and
capitalized in this Assignment shall have the respective meanings specified in the
Purchase Agreement except as otherwise defined herein;
	 
	 	(b)	 	“Closing Date” means •, 2008;
	 
	 	(c)	 	“Leases” means the leases described in Exhibit A hereto; and
	 
	 	(d)	 	“Tenants” means the tenants under the Leases.










 



B-2







2. Assignment




     The Vendors hereby absolutely assign, transfer and set over unto the Purchaser:




	 	(a)	 	all of the Vendors’ right, title and interest in and to the Leases and the
reversions thereof;
	 
	 	(b)	 	any and all rents or other payments due or accruing due or at any time on and
after the Closing Date become due under the Leases or any extensions or renewals
thereof;
	 
	 	(c)	 	the benefit of all guarantees and indemnities of the Leases; and
	 
	 	(d)	 	the benefit of all covenants by the Tenants or any covenantor of any of the
Leases;




with full power and authority to demand, collect, sue for, distrain for, recover, receive and give
receipts for all rents and other moneys payable thereunder to enforce payment thereof or
performance of covenants in the name of the Vendors.




3. Assumption




     As of the Closing Date, the Purchaser does hereby assume those obligations of the Vendors
under the Leases which are to be observed or performed on or after the Closing Date and which did
not arise directly or indirectly as a result of a default by the Vendors occurring prior to the
Closing Date (which obligations are herein called the “Assumed Obligations”) and covenants and
agrees with the Vendors that from and including the Closing Date, the Purchaser will observe and
perform all the Assumed Obligations and will indemnify and save harmless the Vendors and each of
them from and against any and all liabilities of every nature and kind with respect to any
non-performance or non-observance by the Purchaser, or any persons claiming through or under the
Purchaser, of the Assumed Obligations. It is specifically understood and agreed by the Vendors
that the Purchaser does not assume any obligations other than the Assumed Obligations nor does the
Purchaser agree to indemnify or save harmless with respect to any of the obligations other than the
Assumed Obligations.



4. Further Assurances




     Each of the parties shall at all times hereafter execute and deliver all such further
documents and instruments, including, without limitation, agreements with Tenants covering the
assumption by the Purchaser of the Assumed Obligations, and shall do such further acts and things
as may be reasonably required to give full effect to this Assignment.



5. Indemnity




     The Vendors covenant and agree with the Purchaser that the Vendors will indemnify and save
harmless the Purchaser from and against all obligations which were to be observed or performed by
the Vendors under the Leases prior to the Closing Date and against any and all liabilities of every
nature and kind under the Leases arising from any default of the Vendors









 



B-3



thereunder occurring prior to the Closing Date. The foregoing indemnity will cease to be of
any force or effect on that date which is twelve (12) months following the Closing Date (except in
respect of any claims written notice of which has been delivered to the Vendors prior to such
date).



6. Governing Law




     This Assignment shall be governed by and construed in accordance with the laws of the Province
of British Columbia and of Canada applicable in the Province of British Columbia.



7. Enurement




     This Assignment shall enure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns.



8. Counterparts




     This Assignment may be executed in counterparts and when each party has executed a counterpart
each of such counterparts shall be deemed to be an original and all of such counterparts when taken
together shall constitute one and the same agreement.



9. Execution




     This Assignment may be executed and delivered by facsimile.



     IN WITNESS WHEREOF this Assignment has been executed as of the day and year first above
written.



	 	 	 	 	 
	 	QLT INC.

 	 
	 	Per: 	 	 
	 	 	 
	 	 	 
	 
	 	560677 B.C. LTD.

 	 
	 	Per: 	 	 
	 	 	 
	 	



DISCOVERY PARKS HOLDINGS INC.

 	 
	 	Per: 	 	 
	 	 	 
	 	 	 









 



B-4

	 	 	 	 	 




EXHIBIT A




[Description of Leases]











 



C-1




SCHEDULE C




LANDS AND REGISTERED CHARGES




LOT F PROPERTY — 877 GREAT NORTHERN WAY




	 	 	 
	Legal Description	 	Permitted Encumbrances
	 
	City of Vancouver

	 	Right of Way 459460M
	Parcel Identifier 024-175-650

	 	Undersurface Rights 481915M
	Lot F, District Lot 264A and

	 	Covenant BM161486
	District Lot 2037, Group 1

	 	Covenant BN334036
	New Westminster District

	 	Covenant BW46704
	Plan LMP38193

	 	Statutory Right of Way BW46705






LOT 1 PROPERTY — 801 GREAT NORTHERN WAY




	 	 	 
	Legal Description	 	Permitted Encumbrances
	City of Vancouver

	 	Right of Way 459460M
	Parcel Identifier 025-102-419

	 	Undersurface Rights 481915M
	Lot 1, District Lots 264A and 2037

	 	Covenant BN316004
	Group 1

	 	Covenant BR180931
	New Westminster District

	 	Covenant BR180945
	Plan LMP50588

	 	Statutory Right of Way BR180946
	 

	 	Restrictive Covenant BR226615
	 

	 	Easement BR226616
	 

	 	Covenant BV108681
	 

	 	Statutory Right of Way BV108682
	 

	 	Statutory Right of Way BV108683
	 

	 	Equitable Charge BV108684
	 

	 	Covenant BV108686
	 

	 	Statutory Right of Way BV108687
	 

	 	Equitable Charge BV108688
	 

	 	Easement and Indemnity Agreement BV108689
	 

	 	Statutory Right of Way BV108690
	 

	 	Equitable Charge BV108691
	 

	 	Covenant BV108692
	 

	 	Covenant BW46701
	 

	 	Statutory Right of Way BW46702
	 

	 	Covenant BX494384












 



D-1


SCHEDULE D




ESTOPPEL CERTIFICATE




TO: DISCOVERY PARKS HOLDINGS INC. (the “Purchaser”)



RE: The lease between                                                              and the undersigned, as tenant, dated
                                         (the “Lease”) of certain premises (the “Premises”) described in the Lease
which Premises are located in the building at 887 Great Northern Way, Vancouver, British Columbia
(the “Property”)



 




We understand the Purchaser will be purchasing the Property and that the Purchaser has requested
certain information concerning the Lease. In connection with this request and knowing that the
Purchaser and its Lenders and its and their respective successors and assigns intend to rely on
this Certificate, we certify to the Purchaser and its Lenders that:



1. The Lease has been validly executed and delivered by the undersigned, the undersigned has
unconditionally accepted the possession of the Premises except as set out in item 4 of the Notes
herein and the undersigned is in possession of the Premises.



2. The Lease contains the entire and only agreement between QLT Inc. and 560677 B.C. Ltd. (the
“Landlord”) and the undersigned pertaining to the undersigned’s occupation of the Premises. The
Lease has not been altered, amended or assigned by the undersigned nor has all or any part of the
Premises been sublet by the undersigned except as set out in item 1 of the Notes herein.



3. The rent payable pursuant to the Lease has been paid through the period ending
                         , 2008. No rent is prepaid to the Landlord except for the current month’s
rent nor has the undersigned deposited any security with the Landlord except as set out in item 2
of the Notes herein.



4. The undersigned is not claiming any deduction, abatement or set-off against the Landlord with
respect to the undersigned’s obligations to pay rent and additional rent pursuant to the Lease
except as set out in item 4 of the Notes herein.



5. The term of the Lease will end                                         . There is no right to renew or extend the
term except as set out in item 3 of the Notes herein. The monthly minimum rental is                     .
The monthly additional rent (being charged for operating costs, premises HVAC charges, premises
Hydro charges, premises Realty Tax charges and common area Realty Taxes), exclusive of the Federal
Goods and Services Tax, is presently                     . The monthly minimum rental and the monthly
additional rent are calculated on the basis that the leasable area of the Premises has been
accepted as being                      square feet.



6. The Premises conform to the Landlord’s obligations under the Lease.



7. There is no existing default under the Lease on the part of the undersigned or, so far as the
undersigned is aware, on the part of the Landlord.










 



D-2



8. The undersigned does not have any right of first refusal or option either to purchase the
Property or lease any space in the Property except as set out in item 5 of the Notes herein.



9. The undersigned has no claims against the Landlord, financial or otherwise, except as set out in
item 4 of the Notes herein.




NOTES:




1. Sublet:




2. Security Deposit:




3. Renewals:




4. Claims:




5. Rights of First Refusal or Options to Purchase or Lease:




6. Other Matters:



DATED the                      day of                                         , 2008.




	 	 	 	 	 
	 	•(TENANT)

 	 
	 	By:  	
 	 
	 	 	Authorized Signing Officer 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signing Officer 	 
	 	 	 	 









 



E-1



SCHEDULE E




PROJECT DOCUMENTS



To be delivered unless otherwise indicated and to the extent not already delivered.





	1.  	 	The most recent land title search reports and registered charges, liens and encumbrances.






	2.	 	Complete executed copies of all Leases, subleases, assignments, guarantees and indemnities
together with all exhibits, amendments and addenda and a copy of all current lease proposals
and letters of intent.
	 
	3.	 	Schedule of outstanding leasing commissions, tenant allowances and inducements.
	 
	4.	 	Copy of current year’s operating budget for the Lot F Property and the Building.
	 
	5.	 	Current and last two (2) year’s operating expense summaries for the Lot F Property and the
Building for years 2006 and 2007 (to be delivered).
	 
	6.	 	Logs relating to the Building’s operations and maintenance (to be made available).
	 
	7.	 	Current and last two (2) year’s property tax bills and any pending valuation adjustments and
all tax appeal files (to be made available).
	 
	8.	 	Copies of all Service Contracts.
	 
	9.	 	Copies of all environmental reports.
	 
	10.	 	All available plans and specifications (civil, architectural, structural, mechanical,
electrical and plumbing) (to be made available).
	 
	11.	 	All available plans and specifications relating to the Development Permit (to be made
available).
	 
	12.	 	Copies of geotechnical report and construction testing reports (to be made available).
	 
	13.	 	Copies of the last two (2) years capital improvement summaries.
	 
	14.	 	Schedule of major building systems including chillers, boilers, roof, etc. (size, age and
type) (to be made available).
	 
	15.	 	Copies of all Certificates of Occupancy.
	 
	16.	 	Inventory of Included Chattels.
	 
	17.	 	Inventory of Excluded Assets.
	 
	18.	 	Schedule of all claims and litigation affecting the Properties (if any).
	 
	19.	 	Copies of the Declarations of Trust.
	 
	20.	 	True copies of the policies of insurance carried by the Vendors in respect of the Properties
(to be made available).
	 
	21.	 	Copy of the Development Permit.










 



F-1







SCHEDULE F




NOT USED










 



G-1


SCHEDULE G

EXCLUDED ASSETS




	 	 	 	 	 	 	 	 	 	 	 
	Current Location	 	Description	 	EL #	 	Quantity
	Information Technology
	 	 	 	 	 	 	 	 	 	 
	Server Room and Mechanical
room

	 	All Fixtures, Equipment, and Mechanical systems
	 	 	 	 	 	all

	Server Room

	 	Server Room Fiber Cabling

	 	 	 	 	 	all

	2-9D

	 	Nortel Option 61 (PBX) phone system including
phones, base stations, switchboards and companion wireless system
	 	 	 	 	 	all

	Facility

	 	3Com Switches
	 	 	 	 	 	all

	Facility

	 	Cisco Wireless switches
	 	 	 	 	 	all

	Facility

	 	Cisco access points
	 	 	 	 	 	all

	Facility

	 	Desktops, Laptops and any associated
peripherals that do not control building
systems
	 	 	 	 	 	all

	Laboratory
	 	 	 	 	 	 	 	 	 	 
	 
	2-17H

	 	Autoclave
	 	 	1770	 	 	 	1	 
	2-15F

	 	Glassware Washer (Scientek)
	 	 	1253	 	 	 	1	 
	2-15F

	 	Glass Drying Oven (VWR)
	 	 	1456	 	 	 	1	 
	2-15F

	 	Autoclave (AMSCO)
	 	 	0077	 	 	 	1	 
	2-15F

	 	Millipore RO System
	 	 	1668	 	 	 	1	 
	2-23B

	 	Millipore RO System
	 	 	1050	 	 	 	1	 
	2-15F

	 	VWR Vented Hood
	 	 	1757	 	 	 	1	 
	2-17J

	 	NMR
	 	 	 	 	 	 	1	 
	2- 6E

	 	AVD
	 	 	 	 	 	 	1	 
	 

	 	 	 	 	2575,2577,	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	3- 6B Chem Lab

	 	Fume Hoods
	 	 	2574,2576,	 	 	 	4	 
	3-10B BAU

	 	Fume Hood
	 	 	2470	 	 	 	1	 
	3-6 B Chem Lab

	 	Case Work
	 	 	 	 	 	all

	3- 10B BAU

	 	Case Work
	 	 	 	 	 	all

	1-11B Core Lab

	 	nonaffixed husbandry and laboratory equipment
	 	 	 	 	 	all

	Facility

	 	Chambers
	 	 	 	 	 	all

	Facility

	 	Incubators (all )
	 	 	 	 	 	all

	Facility 

	 	Laboratory Equipment (eg HPLC, Mass Specs,	 	 	 	 	 	 	 	 
	

	 	balance, BSC)
	 	 	 	 	 	all

	1-14F, 1 — 12F Device Labs

	 	casework and all equipment
	 	 	 	 	 	all

	2-6G PMF

	 	All Fixtures, Equipment, and Mechanical systems
	 	 	 	 	 	all

	2-6L PMF Mechanical

	 	All Fixtures, Equipment, and Mechanical systems
	 	 	 	 	 	all

	Furniture
	 	 	 	 	 	 	 	 	 	 
	 
	2-26D meeting room

	 	8’ Boat Table and Chairs
	 	 	 	 	 	all

	2 10W meeting room

	 	All existing furniture
	 	 	 	 	 	all

	3- 8U meeting room

	 	5’ Round Table and chairs
	 	 	 	 	 	all

	3 — 26C meeting room

	 	5’ Round Table and Chairs
	 	 	 	 	 	all

	2- 10 B coffee station

	 	All existing furniture
	 	 	 	 	 	all

	1-11U Copy Centre

	 	All existing Furniture
	 	 	 	 	 	all

	2-8R copy room

	 	All existing Furniture
	 	 	 	 	 	all

	G-6H Shipping

	 	Benches
	 	 	 	 	 	 	2	 
	 
	 	 	 	 	 	 	 	 	 	 
	Various

	 	Answer Workstations 6x8
	 	 	 	 	 	 	75	 
	Various

	 	Pedestals
	 	 	 	 	 	 	75	 
	Various

	 	Chairs
	 	 	 	 	 	 	75	 
	2 — 6 R IT Support Room

	 	All furniture and shelving
	 	 	 	 	 	All

	 
	 	 	 	 	 	 	 	 	 	 
	Various

	 	60 x 30 Grey tables
	 	 	 	 	 	 	6	 












 



G-2


	 	 	 	 	 	 	 	 	 	 	 
	Current Location	 	Description	 	EL #	 	Quantity
	3-14F archives

	 	Compact shelving
	 	 	 	 	 	 	1	 
	3- 17 D archives

	 	Compact shelving
	 	 	 	 	 	 	3	 
	2nd floor, phase 2 1st floor 

Various

	 	Metro, EZ rect Shelving

Combo Cabinets
	 	 	 	 	 	All

55

	Various

	 	Tear drop tables
	 	 	 	 	 	 	30	 
	Various

	 	Woolore desks
	 	 	 	 	 	 	15	 
	Various

	 	DeStijl desks
	 	 	 	 	 	 	40	 
	Various

	 	Chairs
	 	 	 	 	 	 	55	 
	Various

	 	Guest Chair
	 	 	 	 	 	 	80	 
	Various

	 	Pedestals
	 	 	 	 	 	 	55	 
	Various

	 	File Cabinets 6 drawer
	 	 	 	 	 	 	20	 
	Various

	 	File Cabinets 5 drawer (Steelcase)
	 	 	 	 	 	 	115	 
	Various

	 	Printer stands
	 	 	 	 	 	 	15	 
	Various

	 	book cases
	 	 	 	 	 	 	50	 
	Various

	 	2 drawer File cabinets
	 	 	 	 	 	 	12	 
	Executive Furniture
	 	 	 	 	 	 	 	 	 	 
	 
	Various

	 	Krug
	 	 	 	 	 	 	5	 
	Various

	 	Chairs
	 	 	 	 	 	 	5	 
	Various

	 	CanCan Chair
	 	 	 	 	 	 	10	 
	Various

	 	Krug combo cabinet
	 	 	 	 	 	 	5	 
	3- 12w

	 	CEO Furniture
	 	 	 	 	 	All

	Misc
	 	 	 	 	 	 	 	 	 	 
	 
	P1 Shop

	 	Shop Compressor
	 	 	 	 	 	 	1	 
	P1 Shop

	 	all equipment and supplies
	 	 	 	 	 	all

	 
	 	 	 	 	 	 	 	 	 	 
	Facility

	 	Rees Monitoring System and associated panels
and probes
	 	 	0227,0087	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Facility

	 	Security ACU
	 	 	 	 	 	 	2	 
	Facility

	 	Card Readers
	 	 	 	 	 	 	16	 
	Facility

	 	Electronic Levers
	 	 	 	 	 	 	16	 
	 
	 	 	 	 	 	 	 	 	 	 
	Cafeteria

	 	Cappuccino Machine
	 	 	 	 	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	P1 Parkade

	 	Leased BOC Nitrogen Tank
	 	 	 	 	 	 	1	 
	Facility

	 	Leased Water Coolers
	 	 	 	 	 	All

	Facility

	 	Leased photcopiers
	 	 	 	 	 	All

	Facility

	 	All art
	 	 	 	 	 	All

	 
	 	 	 	 	 	 	 	 	 	 
	Boardroom 3rd Floor

	 	Projector
	 	 	 	 	 	 	1	 
	 

	 	40 “ LCD
	 	 	 	 	 	 	2	 
	 

	 	Video Conference System
	 	 	 	 	 	 	1	 
	 

	 	Crestron Controller
	 	 	 	 	 	 	1	 
	 

	 	DVD
	 	 	 	 	 	 	1	 
	 

	 	Mesh Back Chairs
	 	 	 	 	 	 	18	 
	 

	 	Cancan Chairs
	 	 	 	 	 	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 
	South West corner Lot 1

	 	QLT Sign	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Various

	 	miscellaneous, heavily used, non standard and
mismatched furniture intended for sale at
employee garage sale to occur prior to close
	 	 	 	 	 	All













 



H-1


SCHEDULE H




QLT LEASE — PRINCIPAL TERMS AND CONDITIONS



The Vendor agrees to lease a portion of the office space within the Building pursuant to Section
4.6. Following is a summary of the general business terms upon which the Vendor will lease
premises within the Building, namely;




	 	 	 
	Tenant:

	 	QLT Inc.
	 
	 	 
	Landlord:

	 	Discovery Parks Holdings Inc. or permitted assignee
	 
	 	 
	Building Address:

	 	887 Great Northern Way, Vancouver BC
	 
	 	 
	Leased Area:

	 	Approximately 44,000 square feet of office and
laboratory space in a location to be agreed upon. 


The Tenant will be responsible for all costs
associated with the demise of the Leased Area and
all work shall be completed to City of Vancouver
code requirements.
	 
	 	 
	Term:

	 	Five (5) years
	 
	 	 
	Lease Commencement Date:

	 	Closing Date, with rent commencing on the first
day of the month following the Closing Date.
	 
	 	 
	Renewal Options:

	 	Two options of five (5) years each to be exercised
12 months in advance of the expiry to the Term or
any Renewal thereof. The renewal rent to be based
upon market rent for similar premises and shall
not be less than the rent paid by the Tenant
during the last year of the Term or any renewal
thereof.
	 
	 	 
	Form of Lease:

	 	Net lease
	 
	 	 
	Basic Rental Rate:

	 	$32.50 per square foot / annum
	 
	 	 
	Additional Rent:

	 	Proportionate share plus any additional costs
attributed to the laboratory component of the
Tenant’s tenancy
	 
	 	 
	Parking:

	 	Seventy (70) Stalls at a rental rate of $65.00 per
stall per month. The Tenant may also make
arrangements directly with the other existing
tenant of the Building for the use of a portion of
such other tenant’s parking stalls, with 50% of
the other parking stalls so obtained from such
other tenant then being made available to the
Tenant by the Landlord under the lease at a rental
rate of $65.00 per stall per month.












 



H-2


	 	 	 
	Security Deposit:

	 	The Tenant will provide the Landlord with a
security deposit equal to one (1) month’s Basic
and Additional Rent at the commencement of the
Term. The security deposit will be returned to
the Tenant at the end of the lease.
	 
	 	 
	Rent Deposit:

	 	The Tenant will provide the Landlord with a rent
deposit equal to ten (10) months’ Basic Rent and
estimated Additional Rent at the Closing Date.
The amount of the rent deposit will be reduced by
one-fifth (1/5) of the original amount at the end
of each year of the Term by the application of the
amount of such reduction towards payment of the
Basic Rent and Additional Rent for the
11th, 12th, 23rd,
24th, 35th, 36th,
47th and 48th months, and
with the balance of such deposit to be applied
against Basic Rent and Additional Rent due for the
59th and 60th months of the
Term. For greater certainty, the Tenant shall not
be required to pay Basic Rent and Additional Rent
for such periods for which such rent deposit has
been so applied.
	 
	 	 
	Signage:

	 	Subject to relevant municipal approval, QLT may
continue to display signage currently in place on
the Building and shall be responsible for any
costs associated with maintaining such signage.
	 
	 	 
	Use:

	 	Laboratory and office space
	 
	 	 
	Building Access:

	 	Twenty-four (24) hours per day, seven days a week
	 
	 	 
	Landlord Operations:

	 	The Landlord will operate the Building in a first
class manner.












 



 


AMENDING AGREEMENT




     THIS AGREEMENT dated for reference July 4, 2008,



BETWEEN:



QLT INC. (“QLT”)

560677 B.C. LTD. (the “Lot F Nominee”)

630321 B.C. LTD. (the “Lot 1 Nominee”)

887 Great Northern Way

Vancouver, British Columbia

V5T 4T5



(the Lot F Nominee and the Lot 1 Nominee are together, the “Nominees”, and QLT and

the Nominees are together, the “Vendors”)




AND:



DISCOVERY PARKS HOLDINGS INC.

910-1111 Melville Street

Vancouver, British Columbia

V6E 3V6



(the “Purchaser”)




     WITNESSES THAT WHEREAS:


A. The Vendors and the Purchaser entered into a Sale and Purchase Agreement dated for reference May
15, 2008 for the purchase and sale of certain lands and premises as described therein (the “Sale
and Purchase Agreement”); and



B. The Vendors and the Purchaser have agreed to amend the Sale and Purchase Agreement in certain
respects as hereinafter provided;




     NOW THEREFORE in consideration of the premises and the covenants and agreements of the parties
hereto as hereinafter set forth, the parties hereby covenant and agreement with each other as
follows:



1. Definitions




     Capitalized words and expressions used in this Agreement that are defined in the Sale and
Purchase Agreement and are not otherwise defined herein, shall have the meanings given to them in
the Sale and Purchase Agreement.



2. Amendments




     The Vendors and the Purchaser agree that with effect on the date of this Agreement, the Sale
and Purchase Agreement is hereby amended as follows:









 



-2-



	 	(a)	 	by deleting in Section 2.4 the words “within fifty (50) days following the date
of execution of this Agreement by both parties” and substituting therefor the words “on
or before July 11, 2008”;
	 
	 	(b)	 	by deleting in Section 4.6 the words “within fifty (50) days following the date
of execution of this Agreement by both parties” and substituting therefor the words “on
or before July 11, 2008”;
	 
	 	(c)	 	by deleting in Section 9.1(a) the words “on the date that is fifty (50) days
following the date of execution of this Agreement by both parties (or if such
50th day is not a Business Day, then on the next following Business Day)”
and substituting therefor the words “on July 11, 2008”; and
	 
	 	(d)	 	by deleting in Section 9.4(a) the words “on the date that is fifty (50) days
following the date of execution of this Agreement by both parties (or if such
50th day is not a Business Day, then on the next following Business Day)”
and substituting therefor the words “on July 11, 2008”.





3. Sale and Purchase Agreement Confirmed




     The Sale and Purchase Agreement is amended only to the extent provided in this Agreement and
all the provisions of the Sale and Purchase Agreement as amended by this Agreement are confirmed
and are in full force and effect. Without limiting the generality of the foregoing, time is and
shall remain of the essence of the Sale and Purchase Agreement as amended by this Agreement.



4. Counterparts and Facsimile




     This Agreement may be signed in counterparts which, when each party has executed and delivered
a counterpart, shall have the same effect as if the signature on such counterparts were upon the
same instrument. This Agreement or any counterpart of it may be signed by a party and delivered by
facsimile transmission or other form of electronic transmission and if so signed and delivered,
this Agreement or such counterpart shall for all purposes be as effective as if the party had
signed and delivered this Agreement or a counterpart of it bearing an original signature.



5. Enurement




     This Agreement shall enure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns, subject to any terms and conditions respecting assignment
contained in the Sale and Purchase Agreement, which terms and conditions shall apply equally to
this Agreement.









 



-3-


     IN WITNESS WHEREOF the Vendors and the Purchaser have executed this Agreement by their
respective authorized signatories as of the day and year first above written.



	 	 	 	 	 
	QLT INC.

 	 	 
	Per: 	/s/ Robert L. Butchofsky
 	 	 
	 	 	 
	 	 	 
	 
	560677 B.C. LTD.

 	 	 
	Per: 	/s/ Robert L. Butchofsky
 	 	 
	 	 	 
	 	 	 
	 
	630321 B.C. LTD.

 	 	 
	Per: 	/s/ Robert L. Butchofsky
 	 	 
	 	 	 
	 	 	 
	 
	DISCOVERY PARKS HOLDINGS INC.

 	 	 
	Per: 	/s/ Mark Betteridge
 	 	 
	 	 	 
	 	 	 
	 














 





801 & 887 GREAT NORTHERN WAY




AMENDED AND RESTATED

SALE AND PURCHASE AGREEMENT




BETWEEN




QLT INC.

560677 B.C. LTD.

630321 B.C. LTD.




AND




DISCOVERY PARKS HOLDINGS INC.




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	Article 1 Interpretation	 	 	2	 
	 
	 	1.1	 	Definitions	 	 	2	 
	 
	 	1.2	 	General Principles	 	 	6	 
	 
	 	1.3	 	Schedules	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	Article 2 Purchase and Sale	 	 	8	 
	 
	 	2.1	 	Agreement of Purchase and Sale	 	 	8	 
	 
	 	2.2	 	Payment of Purchase Price	 	 	8	 
	 
	 	2.3	 	Deposit	 	 	8	 
	 
	 	2.4	 	Allocation of Purchase Price	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	Article 3 Documents, Inspection and Confidentiality	 	 	9	 
	 
	 	3.1	 	Project Documents	 	 	9	 
	 
	 	3.2	 	Confidentiality	 	 	10	 
	 
	 	3.3	 	Inspection	 	 	10	 
	 
	 	3.4	 	Authorization	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	Article 4 General Covenants	 	 	11	 
	 
	 	4.1	 	Covenants of the Vendors	 	 	11	 
	 
	 	4.2	 	Leasing Activity	 	 	12	 
	 
	 	4.3	 	Estoppel Certificates	 	 	12	 
	 
	 	4.4	 	Approved Service Contracts	 	 	13	 
	 
	 	4.5	 	[Not Used]	 	 	13	 
	 
	 	4.6	 	QLT Lease	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	Article 5 Risk	 	 	13	 
	 
	 	5.1	 	Risk and Purchaser’s Election	 	 	13	 
	 
	 	5.2	 	Insurance Proceeds	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	Article 6 Adjustments and Related Matters	 	 	14	 
	 
	 	6.1	 	Adjustments	 	 	14	 
	 
	 	6.2	 	Further Adjustments	 	 	15	 
	 
	 	6.3	 	Adjustment Determination	 	 	16	 
	 
	 	6.4	 	Tenant Inducements and Rent-Free Periods	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	Article 7 Possession	 	 	16	 
	 
	 	7.1	 	Possession	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	Article 8 Representations and Warranties	 	 	16	 
	 
	 	8.1	 	Vendors’ Representations and Warranties	 	 	16	 
	 
	 	8.2	 	Survival of Warranties and Representations	 	 	21	 
	 
	 	8.3	 	As Is, Where Is	 	 	22	 
	 
	 	8.4	 	Purchaser’s Representations and Warranties	 	 	22	 
	 
	 	 	 	 	 	 	 	 
	Article 9 Conditions Precedent	 	 	23	 
	 
	 	9.1	 	Purchaser’s Conditions Precedent	 	 	23	 






 









 






-ii-




	 	 	 	 	 	 	 	 	 
	 
	 	9.2	 	Purchaser’s Closing Conditions	 	 	24	 
	 
	 	9.3	 	Satisfaction of Conditions Precedent	 	 	25	 
	 
	 	9.4	 	Vendors’ Condition Precedent	 	 	25	 
	 
	 	9.5	 	Vendors’ Closing Conditions	 	 	25	 
	 
	 	9.6	 	Nature of Conditions	 	 	26	 
	 
	 	 	 	 	 	 	 	 
	Article 10 Closing	 	 	26	 
	 
	 	10.1	 	Closing	 	 	26	 
	 
	 	10.2	 	Vendors’ Closing Documents	 	 	26	 
	 
	 	10.3	 	Purchaser’s Closing Documents	 	 	28	 
	 
	 	10.4	 	Form of Documents	 	 	30	 
	 
	 	10.5	 	Payment in Trust	 	 	30	 
	 
	 	10.6	 	Registration	 	 	30	 
	 
	 	10.7	 	Closing	 	 	30	 
	 
	 	10.8	 	Concurrent Requirements	 	 	31	 
	 
	 	10.9	 	Discharge of Encumbrances	 	 	31	 
	 
	 	10.10	 	Delivery of Project Documents	 	 	32	 
	 
	 	10.11	 	Goods and Services and Social Services Tax	 	 	32	 
	 
	 	10.12	 	Purchaser Financing	 	 	32	 
	 
	 	 	 	 	 	 	 	 
	Article 11 General	 	 	33	 
	 
	 	11.1	 	Further Assurances	 	 	33	 
	 
	 	11.2	 	Survival	 	 	33	 
	 
	 	11.3	 	Entire Agreement	 	 	33	 
	 
	 	11.4	 	Notices	 	 	33	 
	 
	 	11.5	 	Fees	 	 	35	 
	 
	 	11.6	 	Real Estate Commissions	 	 	35	 
	 
	 	11.7	 	Time	 	 	35	 
	 
	 	11.8	 	Tender	 	 	35	 
	 
	 	11.9	 	Assignment	 	 	36	 
	 
	 	11.10	 	Enurement	 	 	36	 
	 
	 	11.11	 	Counterparts	 	 	37	 
	 
	 	11.12	 	Execution	 	 	37	 
	 
	 	11.13	 	Amendment and Restatement	 	 	37	 
	 
	 	11.14	 	Conditions Precedent	 	 	37	 






	 	 	 	 	 
	SCHEDULE A            ASSIGNMENT OF APPROVED SERVICE CONTRACTS
	 	 	A-1	 
	SCHEDULE B            ASSIGNMENT OF LEASES
	 	 	B-1	 
	SCHEDULE C            LANDS AND REGISTERED CHARGES
	 	 	C-1	 
	SCHEDULE D            ESTOPPEL CERTIFICATE
	 	 	D-1	 
	SCHEDULE E            PROJECT DOCUMENTS
	 	 	E-1	 
	SCHEDULE F            NOT USED
	 	 	F-1	 
	SCHEDULE G            EXCLUDED ASSETS
	 	 	G-1	 
	SCHEDULE H            QLT LEASE — PRINCIPAL TERMS AND CONDITIONS
	 	 	H-1	 







 












 





AMENDED AND RESTATED

SALE AND PURCHASE AGREEMENT



THIS AGREEMENT is an amendment and restatement of the Sale and Purchase Agreement between the
parties hereto dated for reference May 15, 2008 as amended by an Amending Agreement dated for
reference July 4, 2008, and is dated for reference and to take effect as of July 11, 2008.




BETWEEN:



QLT INC. (“QLT”)

560677 B.C. LTD. (the “Lot F Nominee”)

630321 B.C. LTD. (the “Lot 1 Nominee”)

887 Great Northern Way

Vancouver, British Columbia

V5T 4T5





(the Lot F Nominee and the Lot 1 Nominee are together, the “Nominees”, and QLT and
the Nominees are together, the “Vendors”)



AND:



DISCOVERY PARKS HOLDINGS INC.

910-1111 Melville Street

Vancouver, British Columbia

V6E 3V6





(the “Purchaser”)



     WITNESSES THAT WHEREAS:


A. QLT is the sole beneficial owner and the Lot F Nominee is the registered owner of the Lot F
Property;



B. QLT is the sole beneficial owner and the Lot 1 Nominee is the registered owner of the Lot 1
Property; and



C. QLT has agreed to sell and the Purchaser has agreed to purchase the Purchased Assets, upon and
subject to the terms and conditions set forth in this Agreement;



D. For the foregoing purposes, the Vendors and the Purchaser entered into a Sale and Purchase
Agreement dated for reference May 15, 2008, as amended by an Amending Agreement
dated for reference July 4, 2008 (collectively, the “Original Sale and Purchase Agreement”); and




 









 






-2-

E. The Vendors and the Purchaser have agreed to amend and restate the Original Sale and Purchase
Agreement in certain respects as hereinafter provided;




     NOW THEREFORE in consideration of the premises and other good and valuable consideration given
by each of the parties hereto to each of the others (the receipt and sufficiency of which are
hereby acknowledged by each of them), the parties hereto covenant and agree as follows:



ARTICLE 1

INTERPRETATION




1.1 Definitions





In this Agreement:




“Approved Financial Institution” means any one of the five largest (by assets) Canadian
Schedule I Chartered Banks or HSBC Bank Canada, as selected by the Purchaser;




“Approved Service Contracts” means:




	 	(a)	 	Natural Gas Supply and Management Services Agreement dated May 1, 2003 among
QLT and Direct Energy Marketing Limited;
	 
	 	(b)	 	HVAC Service Agreement dated December 17, 2007 among QLT and Trane British
Columbia; and
	 
	 	(c)	 	those of the remaining Service Contracts that the Purchaser has approved in
writing on or before the date set out in Section 9.1(b) for satisfaction or waiver of
the conditions referred to in Section 9.1(b);






“Assignment of Approved Service Contracts” means an assignment substantially in the form
attached as Schedule A hereto with the blanks completed as appropriate;




“Assignment of Leases” means an assignment substantially in the form attached as Schedule B
hereto with the blanks completed as appropriate;




“Building” means all buildings and other improvements on the Lot F Property including
without limitation all plant, appurtenances, fixtures (including fixed machinery and fixed
equipment), structures and Mechanical Systems situate in or on or forming part of such lands
or of such buildings or other improvements, but excluding the Excluded Assets;




“Business Day” means a day which is not a Saturday, Sunday or statutory holiday (as defined
in the Employment Standards Act (British Columbia)) in Vancouver, British Columbia;




“Closing Date” means the 20th day following the later of:



 









 





-3-


	 	(a)	 	the date the conditions referred to in Section 9.1(b) have been satisfied or
waived by the Purchaser; and
	 
	 	(b)	 	the date the condition referred to in Section 9.4 has been satisfied or waived
by QLT;






or if the LTO is not open for business on such date, then the day next following such date
on which the LTO is open for business;;




“Competition Act” means the Competition Act (Canada);




“Declarations of Trust” means, together:




	 	(a)	 	the declaration of trust in respect of the Lot F Property made on December 3,
1998 between the Lot F Nominee and QLT (the “Lot F Declaration of Trust”); and
	 
	 	(b)	 	the declaration of trust in respect of the Lot 1 Property made on August 29,
2001 between the Lot 1 Nominee and QLT (the “Lot 1 Declaration of Trust”);






“Deposit” means the deposit referred to in Section 2.2(a);




“Development Permit” means the development permit for the Lot 1 Property issued by the City
of Vancouver numbered DE 407227;




“Environment” means all components of the earth including, without limitation, all layers of
the atmosphere, air, land, soil, water, organic or inorganic matter and living organisms,
and the interacting natural systems that include the components referred to in this
definition;




“Environmental Laws” means all Laws relating, in whole or in part, to the enhancement or
protection of the Environment, occupational safety, product liability, public health, public
safety and the transportation of dangerous goods;




“Estoppel Certificate” means a certificate substantially in the form set out in Schedule D
hereto or in any other form or forms which may be required under the terms of any of the
Leases;




“Excluded Assets” means the fixtures, equipment and chattels described in Schedule G hereto,
and the leasehold improvements, trade fixtures and chattels and personal property of Tenants
under Leases;




“GST” has the meaning given in Section 10.11;




“GST Certificate” has the meaning given in Section 10.11;



 









 





-4-

“Hazardous Waste” means “hazardous waste” as defined in the Environmental Management Act
(British Columbia) and in the Hazardous Waste Regulation under the Environmental Management
Act;




“Included Chattels” means all goods, equipment and chattels located in the Building, but
excluding the Excluded Assets;




“Laws” means all constitutions, treaties, laws, statutes, codes, ordinances, orders,
decrees, rules, regulations and municipal bylaws, whether domestic, foreign or
international, any judgments, orders, writs, injunctions, decisions, rulings, decrees, and
awards of any governmental authority, and any policies, voluntary restraints, practices or
guidelines of any governmental authority and including, without limitation, any principals
of common law and equity;




“Leases” means all leases, agreements to lease, licences and other rights in existence on
the date of this Agreement, either written or oral, copies or details of which are delivered
to the Purchaser as part of the Project Documents, together with any further leases,
agreements to lease and licences entered into by the Vendors or either of them in accordance
with Section 4.2;




“Lot F Property” means the lands and premises located at 887 Great Northern Way, Vancouver,
British Columbia and legally described in Schedule C hereto, but excluding the Excluded
Assets;




“Lot 1 Property” means the lands and premises located at 801 Great Northern Way, Vancouver,
British Columbia, legally described in Schedule C hereto, but excluding the Excluded Assets;




“LTO” means the Land Title Office at New Westminster, British Columbia;




“Mechanical Systems” means all systems within the Lot F Property of a mechanical nature
including without limitation all heating, plumbing, electrical, ventilation, drainage,
elevators or other mechanical lifting devices and air conditioning systems, but excluding
the Excluded Assets;




“Notice” means any claim, citation, directive, litigation, investigation, letter or other
communication, written or oral, actual or threatened, from any person;




“Permitted Encumbrances” means:




	 	(a)	 	the encumbrances in respect of each of the Lot F Property and the Lot 1
Property described in Schedule C hereto;
	 
	 	(b)	 	the Leases;
	 
	 	(c)	 	any leases or agreements to lease, or modifications or extensions to Leases
entered into by the Vendors or any of them in accordance with Section 4.2;




 









 





-5-

	 	(d)	 	the QLT Lease to be entered into in accordance with Section 4.6;
	 
	 	(e)	 	the rights reserved to or vested in or deemed to be reserved to or vested in
any governmental or public authority pursuant to any Crown Grants(s) applicable to the
Lot F Property or the Lot 1 Property or pursuant to any applicable statutory
provisions; and
	 
	 	(f)	 	any other liens, charges or encumbrances expressly permitted in writing by the
Purchaser including any security and financing instruments and agreements granted or
entered into by either or both of the Nominees at the request of the Purchaser in
connection with any financing arranged by the Purchaser to finance the purchase of the
Purchased Assets or any of them;






“Project Documents” means all information in the Vendors’ control or possession, that would
be normally provided in a transaction of the nature contemplated herein, including the
information contemplated in Schedule E attached hereto to the extent the same is in the
Vendors’ control or possession;




“Properties” means the Lot F Property, the Building and the Lot 1 Property, but excluding
the Excluded Assets;




“Purchase Price” means the sum of Sixty-Eight Million Five Hundred Thousand Canadian dollars
($68,500,000.00), which is exclusive of any applicable goods and services taxes, provincial
sales taxes and provincial social services taxes;




“Purchased Assets” means:




	 	(a)	 	the beneficial interest of QLT in the Properties;
	 
	 	(b)	 	the Shares;
	 
	 	(c)	 	the Included Chattels;
	 
	 	(d)	 	the beneficial interest of QLT in the Mechanical Systems;
	 
	 	(e)	 	the interest of QLT in the Leases;
	 
	 	(f)	 	the interest of QLT in the Approved Service Contracts; and
	 
	 	(g)	 	the interest of QLT in the Project Documents (including the Development Permit)
to the extent transferrable;






but excludes the Excluded Assets;




“Purchaser’s Solicitors” means Fraser Milner Casgrain LLP;




“QLT Lease” has the meaning given in Section 4.6;



 









 




-6-


“Service Contracts” means all service contracts and agreements to enter into service
contracts together with all modifications, extensions, renewals, and assignments thereof,
both written and oral, made by or on behalf of QLT relating to the management, servicing,
repair and cleaning of the Lot F Property, Building or Included Chattels or the furnishing
of supplies or services thereto;




“Shares” means all of the issued and outstanding shares in the capital stock of each of the
Nominees;




“Short Form QLT Lease” has the meaning given in Section 4.6;




“Tenants” means the tenants and licensees under the Leases; and




“Vendors’ Solicitors” means Farris, Vaughan, Wills & Murphy LLP.



1.2 General Principles





For the purposes of this Agreement:




	 	(a)	 	“this Agreement” means this Agreement, including the Schedules hereto, as the
same may be supplemented or amended and in effect from time to time;
	 
	 	(b)	 	except as otherwise expressly provided in this Agreement, any reference in this
Agreement to an Article, a Section, paragraph, subparagraph or Schedule is a reference
to the appropriate Article, Section, paragraph, subparagraph or Schedule in or to this
Agreement;
	 
	 	(c)	 	if any provision of this Agreement or any part hereof is found or determined to
be invalid it will be severable and severed from this Agreement and the remainder of
this Agreement will be construed as if such invalid provision or part had been deleted
from this Agreement;
	 
	 	(d)	 	this Agreement and all matters arising hereunder will be governed by and
construed in accordance with the laws of British Columbia, which will be deemed to be
the proper law hereof, and the courts of British Columbia will have the non-exclusive
jurisdiction to entertain and determine all claims and disputes arising out of or in
any way connected with this Agreement (subject to any arbitration provisions hereof)
and the validity, existence and enforceability hereof;
	 
	 	(e)	 	the headings used in this Agreement are for convenience only and do not form
part of this Agreement and shall not in any way affect, limit, amplify or modify the
terms hereof or the interpretation, scope or intent thereof;
	 
	 	(f)	 	the words “herein”, “hereof” and “hereunder” and words of similar import refer
to this Agreement as a whole and not to any particular Article, Section, paragraph,
subparagraph or other subdivision or Schedule hereof;




 









 




-7-


	 	(g)	 	the word “including”, when following any general statement, term or matter,
will not be construed to limit such general statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items or
matters, but will be construed to refer to all other items or matters that could
reasonably fall within the scope of such general statement, term or matter, whether or
not non-limiting language (such as “without limitation”, “but not limited to” or words
of similar import) is used with reference thereto;
	 
	 	(h)	 	words importing the masculine gender include the feminine or neuter gender and
words in the singular include the plural, and vice versa;
	 
	 	(i)	 	any reference to a statute includes and is a reference to such statute and to
the regulations made pursuant thereto, with all amendments made thereto and in force
from time to time, and to any statutes or any regulations that may be passed which have
the effect of supplementing or superseding such statutes or regulations;
	 
	 	(j)	 	all references to monetary amounts in this Agreement are references to Canadian
dollars;
	 
	 	(k)	 	any action to be taken pursuant to this Agreement on a day that is not a
Business Day shall be taken on the next succeeding Business Day; and
	 
	 	(l)	 	if any party to this Agreement is comprised of more than one legal entity all
of the obligations and liabilities of that party shall be the joint and several
obligations and liabilities of each legal entity comprising such party.





1.3 Schedules





The following are the Schedules to this Agreement each of which is an integral part hereof:



	 	 	 
	Schedule A

	 	Assignment of Approved Service Contracts
	Schedule B

	 	Assignment of Leases
	Schedule C

	 	Lands and Registered Charges
	Schedule D

	 	Estoppel Certificate
	Schedule E

	 	Project Documents
	Schedule F

	 	NOT USED
	Schedule G

	 	Excluded Assets
	Schedule H

	 	QLT Lease — Principal Terms and Conditions






 









 




-8-


ARTICLE 2

PURCHASE AND SALE




2.1 Agreement of Purchase and Sale




     Subject to the terms and conditions of this Agreement and based on the warranties and
representations herein contained, QLT agrees to sell and the Purchaser agrees to purchase the
Purchased Assets on the Closing Date for the Purchase Price.



2.2 Payment of Purchase Price




     The Purchaser shall pay the Purchase Price for the Purchased Assets as follows:




	 	(a)	 	by way of a deposit of Two Million Canadian Dollars ($2,000,000.00) paid to the
Vendors’ Solicitors as follows:






	 	(i)	 	the sum of Seven Hundred and Fifty Thousand Canadian Dollars
($750,000.00) by payment of such amount within two (2) Business Days after the
date of execution and delivery of this Agreement by both parties; and
	 
	 	(ii)	 	the sum of One Million Two Hundred and Fifty Thousand Canadian
Dollars ($1,250,000.00) by payment of such amount on the date the conditions
referred to in Section 9.1(b) have been satisfied or waived by the Purchaser;






and if the Purchaser defaults in paying when due all or any part of such deposit
then, at the option of the Vendors, the Vendors shall have no further obligations
under this Agreement and the Deposit and all interest thereon shall be paid to QLT
pursuant to Section 2.3(d); and




	 	(b)	 	by payment of the balance of the Purchase Price to QLT on the Closing Date as
provided in Article 10 and, if applicable, Section 11.8.





2.3 Deposit




     The Vendors’ Solicitors shall hold the Deposit as a stakeholder and shall deposit each
instalment of the Deposit in an Approved Financial Institution in an interest bearing trust account
forthwith following receipt thereof and shall pay the Deposit and such interest as may be paid
thereon by the Approved Financial Institution only as directed in writing by the Vendors and the
Purchaser or their respective solicitors or as directed by a court of competent jurisdiction. The
Vendors and the Purchaser agree that the Deposit and such interest as may be paid thereon by the
Approved Financial Institution shall be paid as follows (subject to any applicable withholding
tax):



 









 





-9-


	 	(a)	 	to QLT on account of the Purchase Price contemporaneously with the completion
of the transactions contemplated by this Agreement, with all interest paid to the
Purchaser;
	 
	 	(b)	 	to the Purchaser together with all interest if any of the conditions referred
to in Section 9.1 or Section 9.4 are neither satisfied nor waived within the time
provided, without prejudice to any other rights of the parties under this Agreement, or
if the Purchaser elects not to complete the purchase pursuant to Section 5.1;
	 
	 	(c)	 	to the Purchaser together with all interest if the transactions contemplated by
this Agreement are not completed by reason of any of the conditions referred to in
Section 9.2 being neither satisfied nor waived or by reason of QLT’s default hereunder,
but without prejudice to any other rights of the Purchaser under or pursuant to this
Agreement; and
	 
	 	(d)	 	to QLT together with all interest if the transactions contemplated by this
Agreement are not completed by reason of any of the conditions referred to in Section
9.5 being neither satisfied nor waived or by reason of the Purchaser’s default
hereunder, such payment being on account of QLT’s damages, but without prejudice to any
other rights of QLT under or pursuant to this Agreement.





2.4 Allocation of Purchase Price




     QLT and the Purchaser acknowledge and agree that the Purchase Price will be allocated among
the Purchased Assets as follows:



	 	 	 	 	 	 	 	 	 
	Lot F Property (land only)
	 	 	—	 	 	$	9,432,000.00	 
	Building
	 	 	—	 	 	$	47,731,383.00	 
	(includes Mechanical Systems
fixtures, Leases and Approved
Service Contracts)

	 	 	—	 	 	$	10,840,000.00	 
	
Lot 1 Property
	 	 	—	 	 	$	10,840,000.00	 
	Included Chattels
	 	 	—	 	 	$	496,614.00	 
	Shares — Lot F Nominee
	 	 	—	 	 	$	1.00	 
	— Lot 1 Nominee
	 	 	—	 	 	$	1.00	 
	Project Documents
	 	 	—	 	 	$	1.00.	 






ARTICLE 3

DOCUMENTS, INSPECTION AND CONFIDENTIALITY




3.1 Project Documents





	 	(a)	 	The Vendors shall, within three (3) Business Days after the date of execution
of this Agreement by both parties, deliver to the Purchaser or make available for the




 









 




-10-


	 	 	 	inspection of the Purchaser, as the case may be, as set out in Schedule E, all
Project Documents or true and complete copies thereof (to the extent that the
Vendors have not already provided copies of such material to the Purchaser).
Thereafter, the Vendors shall forthwith deliver to the Purchaser all such further
information respecting the Project Documents or the Properties that is reasonably
requested by the Purchaser and is within the control or possession of the Vendors.






	 	(b)	 	The Purchaser acknowledges and agrees that the Vendors shall not have any
liability for any errors, omissions or inaccuracies in any of the Project Documents
that are studies, reports or other documents prepared by third parties, except to the
extent of any express representation, warranty, covenant or agreement of the Vendors
contained in this Agreement and subject to Section 8.2.





3.2 Confidentiality




     Each party agrees to cause its respective directors, officers, employees, agents and advisors
to keep in strict confidence this Agreement (and, in the case of the Purchaser only, all
information with respect to the Properties including the Project Documents) until such time as the
transactions contemplated by this Agreement are completed, unless otherwise required by law,
including applicable securities laws and/or the rules and policies of any applicable stock
exchange. If the transactions contemplated by this Agreement are not completed for any reason,
this obligation of the parties shall continue and all materials delivered by the Vendors to the
Purchaser hereunder shall, upon request, forthwith be returned to the Vendors by the Purchaser.
Each party, without limiting its obligations hereunder, may disclose this information, on a
strictly confidential basis, to its respective professional advisers, consultants and, in the case
of the Purchaser, any lenders and/or co-investors proposing to finance and/or invest in the
acquisition of the Purchased Assets.



3.3 Inspection




     The Purchaser and its advisors shall be entitled, upon reasonable notice to the Vendors and in
accordance with the Vendors’ reasonable requirements as to security, to enter the Properties and
the Building (subject to the rights of Tenants) and to carry out investigations, tests and studies
of the Properties, the Building and the Mechanical Systems. The Purchaser agrees to and shall
indemnify and hold harmless the Vendors and each of them from any and all costs, expenses,
liability, injury, loss or damage arising out of such entry or any acts, investigations or tests
carried out on the Properties pursuant thereto. In carrying out such investigations, tests and
studies, the Purchaser shall use all reasonable efforts not to disrupt or unduly interfere with the
business or operations of QLT or Tenants carried on within the Properties.



3.4 Authorization




     The Vendors hereby expressly authorize the Purchaser and its agents, consultants and advisors
to meet with or correspond with the appropriate statutory or governmental authorities for the
purpose of verifying the accuracy of the warranties and representations contained in this
Agreement, including but not limited to compliance with laws, bylaws, regulations and



 









 




-11-

assessments. The Vendors will promptly at the Purchaser’s request execute and deliver any
authorizations reasonably required by the Purchaser to authorize the statutory or governmental
authorities to release such information to the Purchaser.



ARTICLE 4

GENERAL COVENANTS




4.1 Covenants of the Vendors




     The Vendors shall:




	 	(a)	 	from and after the date of this Agreement to the Closing Date, maintain the
Properties in their present condition, reasonable wear and tear excepted, and, subject
to Article 5, do or cause to be done all necessary repairs and maintenance as required
to effect same, take all reasonable care to protect and safeguard the Properties, and
operate and otherwise deal with the Properties as a careful and prudent owner would do
and in such a manner that the warranties and representations in Section 8.1 remain true
and correct in all material respects; provided that the Vendors shall not be obliged to
make capital repairs to the Properties except in case of emergency;
	 
	 	(b)	 	maintain in full force and effect the existing insurance coverage in respect of
the Properties until the Closing Date;
	 
	 	(c)	 	observe and perform all of the landlord’s obligations under the Leases and
diligently enforce all of the landlord’s rights and remedies thereunder;
	 
	 	(d)	 	take or cause to be taken all proper steps and actions and corporate
proceedings to enable QLT to vest a good and marketable title to the Purchased Assets
in the Purchaser free and clear of all liens, encumbrances, defects in title, equities
or claims of every nature and kind except for Permitted Encumbrances and to enable QLT
to carry out the sale of the Purchased Assets and the Vendors to execute and deliver
this Agreement as valid and binding obligations of the Vendors;
	 
	 	(e)	 	maintain in all material respects present levels of consumable supplies and
spare parts in the Building until the Closing Date;
	 
	 	(f)	 	pay, on or before the due date, all municipal taxes, local improvement taxes,
rates, levies and assessments of every nature or kind with respect to the Properties
for the 2008 calendar year that become due and payable before the Closing Date; and
	 
	 	(g)	 	as of the Closing Date, cancel or terminate at its expense all Service
Contracts other than Approved Service Contracts.




 









 





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4.2 Leasing Activity





	 	(a)	 	The Purchaser agrees that in the period following the date of execution of this
Agreement by both parties and up to the date for satisfaction or waiver of the
conditions referred to in Section 9.1(b), the Vendors may carry on their leasing
program for the Lot F Property and the Building. The Vendors agree that they will not
enter into any binding commitments with Tenants or prospective tenants for the Lot F
Property and the Building or any material modification of any Lease during such period
without first providing the Purchaser with a copy of any such proposed binding
commitment or material modification.
	 
	 	(b)	 	If the transactions contemplated by this Agreement are completed, the Purchaser
will assume all such commitments from and after the Closing Date and will fully perform
the obligations of the Vendors pursuant to such commitments, including honouring
obligations to provide any tenant inducements to the Tenants or prospective tenants of
the Lot F Property and the Building, and being responsible for all commissions that are
payable and all landlord’s work thereunder and the same will not be subject to
adjustment on closing, except that, if the term of any new lease commences prior to the
Closing Date, then the responsibility for any related tenant inducements (including
landlord’s work) and commissions will be pro-rated between QLT and the Purchaser on the
basis of the number of months of the initial term of such lease prior to the Closing
Date (as for QLT) and the number of months of the initial term of such lease after the
Closing Date (as for the Purchaser), and the same will be subject to adjustment on
closing.
	 
	 	(c)	 	The Vendors agree that after the conditions referred to in Section 9.1(b) are
satisfied or waived by the Purchaser, the Vendors will not enter into any binding
commitments with Tenants or prospective tenants for the Lot F Property or the Building
or any material modification of any Lease without the Purchaser’s prior written
approval, which approval may be withheld in the Purchaser’s sole and absolute
discretion.
	 
	 	(d)	 	The Vendors agree that if they carry on the leasing program, they will do so in
good faith in the ordinary course following the date of execution of this Agreement by
both parties and will only consider commitments with tenants and prospective tenants
which are consistent with market driven leasing arrangements in the Vancouver market.





4.3 Estoppel Certificates




     The Vendors shall use all reasonable commercial efforts to obtain and deliver to the Purchaser
prior to the completion of the purchase and sale of the Purchased Assets, Estoppel Certificates
executed by all Tenants. To the extent that the Vendors are unable to obtain and deliver to the
Purchaser prior to the Closing Date Estoppel Certificates despite using all reasonable commercial
efforts to obtain the same, QLT will execute and deliver to the Purchaser on the Closing Date
certificates of QLT for such Tenants certifying the information that would



 









 





-13-


have been in the applicable Estoppel Certificates (the “Replacement Estoppel Certificates”).
The Replacement Estoppel Certificates will be deemed for all purposes to be a representation and
warranty hereunder by QLT of the truth and accuracy of the matters set forth in the Replacement
Estoppel Certificates, subject to the limitations set forth in Sections 8.2 and 11.2. The
Purchaser shall, for a period of sixty (60) days after the Closing Date, return to QLT any
Replacement Estoppel Certificate (which shall be deemed null and void except in the case of a
material conflict of information contained in the Estoppel Certificate and the Replacement Estoppel
Certificate) for which QLT delivers to the Purchaser an Estoppel Certificate in accordance with
this Section 4.3 for the same Lease.



4.4 Approved Service Contracts




     The Purchaser shall deliver to QLT on or before the date for satisfaction or waiver by the
Purchaser of the conditions set out in Section 9.1(b), a list of those Service Contracts (if any),
other than the Natural Gas Supply and Management Services Agreement dated May 1, 2003 among QLT and
Direct Energy Marketing Limited, and the HVAC Service Agreement dated December 17, 2007 among QLT
and Trane British Columbia, that the Purchaser wishes to include in the Approved Service Contracts.



4.5 [Not Used]




4.6 QLT Lease




     QLT and the Purchaser shall each in good faith negotiate and settle on or before July 18, 2008
a lease of premises in the Building containing the principal terms and conditions set out in
Schedule H hereto, provided QLT may at its sole option require that such lease be in registrable
form, and QLT may further elect that the parties also negotiate and settle a short form of the
lease for registration purposes (such lease, together with such short form if QLT so elects are
together, the “QLT Lease” and, if QLT so elects, such short form is called the “Short Form QLT
Lease”).



ARTICLE 5

RISK




5.1 Risk and Purchaser’s Election




     The Properties shall be at the risk of the Vendors until the completion of the sale and
purchase contemplated by this Agreement and, if there is any material damage to the Building or the
Mechanical Systems occurring before that time, the Purchaser shall elect, no later than seven (7)
days after receiving written notice from QLT of the occurrence of such event (and in any event
prior to the Closing Date) by notice in writing, either:




	 	(a)	 	to terminate this Agreement, in which case the Deposit together with accrued
interest will be paid to the Purchaser in accordance with Section 2.3(b) and neither
the Vendors nor the Purchaser shall have any further obligation hereunder; or




 









 




-14-








	 	(b)	 	to complete the transactions contemplated by this Agreement.




QLT shall give to the Purchaser prompt written notice of the occurrence of any material damage to
the Building or the Mechanical Systems. Failure by the Purchaser to so elect within the time
provided above shall be deemed to be an election to complete the transactions contemplated by this
Agreement. For the purpose of this Section, material damage means loss or damage to or destruction
of the Building or the Mechanical Systems to such an extent in either event that a quantity
surveyor engaged by QLT certifies that the replacement or repair thereof cannot be completed for a
cost of less than $2,000,000.00.




5.2 Insurance Proceeds




     The amount of any insurance proceeds in connection with loss or damage occurring prior to the
passing of risk and not applied by the Vendors or the insurer to the cost of repairs, shall, if the
Purchaser elects or is deemed to have elected to complete, be assigned to and be payable to the
Purchaser.



ARTICLE 6

ADJUSTMENTS AND RELATED MATTERS




6.1 Adjustments




     Adjustments will be made in accordance with the following provisions:




	 	(a)	 	except as otherwise provided herein, all adjustments, both incoming and
outgoing, with respect to the Properties, including taxes, utilities, rents, common
area and operating expenses, deposits and interest thereon, tenant allowances, tenant
recharges, fuel, licences, insurance, audit costs, payments under Approved Service
Contracts and other items normally adjusted between a vendor and purchaser in the sale
of similar properties shall be adjusted as of the Closing Date so that QLT will bear
and pay all expenses and receive all income related to the Properties prior to the
Closing Date and the Purchaser will bear and pay all expenses and receive all income
related to the Properties from and including the Closing Date;
	 
	 	(b)	 	QLT will remain liable to remit, in accordance with Part IX of the Excise Tax
Act (Canada), any goods and services tax exigible on taxable supplies made by QLT and
that became payable (as contemplated in Section 168 of the Excise Tax Act (Canada))
prior to the Closing Date;
	 
	 	(c)	 	QLT shall not be credited with arrears of rent or other charges owed by Tenants
as of the Closing Date, except that QLT shall be credited for arrears of rent and any
other charges owed by any Tenant as of the Closing Date in respect of the then current
month so long as such Tenant is not then in arrears for any previous month; the
Purchaser and QLT each agree to cooperate with the other in respect of the collection
of any then current arrears (including the full amount of any unpaid federal goods and
services tax payable by the Tenants on such arrears).





 









 




-15-

	 	 	 	QLT shall provide the Purchaser with detailed information as to the determination of
the amount of such arrears, and the Purchaser shall take reasonable steps in order
to collect such arrears as soon as may be practicable. If and when the Purchaser
collects any such arrears the Purchaser will remit to QLT that portion due to QLT in
respect of the period prior to the dates of adjustment for the respective components
of such arrears, less any reasonable third party collection costs. For greater
certainty, QLT will be entitled to receive the full amount of goods and services tax
paid on arrears by the Tenants if such goods and services tax became payable (as
contemplated in Section 168 of the Excise Tax Act (Canada)) prior to the Closing
Date. Payment of rents and recoveries shall be applied first to current rents and
recoveries and the excess to the latest arrears. QLT shall be entitled to attempt
to collect any such arrears the Purchaser has not collected within three (3) months
after the Closing Date, provided that it shall not be entitled to terminate any
Tenant’s lease or seize any of the Tenant’s property on the Tenant’s premises;
	 
	 	(d)	 	although the Purchaser will be entitled, subject to QLT’s right under Section
6.1(c), to collect all rentals and other recoveries after the Closing Date whether
applicable to periods prior to or after the Closing Date, the Purchaser and QLT agree
to receive in trust and promptly remit to the other that portion of any rentals or
recoveries received by it as would reasonably be expected to be credited to or by the
other party hereunder on a subsequent adjustment, subject to the provisions of Section
6.1(c). Any rents and recharges received by QLT and designated by a Tenant or other
occupant to be applied to a period ending after the date of adjustment for the subject
matter of such arrears will be promptly paid or endorsed over to the Purchaser; and
	 
	 	(e)	 	if any dispute arises with regard to the adjustments referred to in Article 6
either before or after the Closing Date, the matter in dispute will be referred in the
first instance to the auditors of the Purchaser and the auditors of QLT for
determination. If such auditors cannot agree on a determination of the matter in
dispute within thirty (30) days following the reference to them, the matter in dispute
will be referred to a single arbitrator under the Commercial Arbitration Act (British
Columbia) or any successor legislation then in effect in British Columbia. QLT and
Purchaser will make any references mentioned herein expeditiously and will share all
arbitration costs equally.





6.2 Further Adjustments




     A further adjustment with respect to the matters set forth in Section 6.1 which could not be
finally adjusted on the Closing Date will be made no later than six (6) months after the Closing
Date.




 











 




-16-


6.3 Adjustment Determination




     Both before and after the Closing Date, QLT and the Purchaser will use their best efforts to
determine all adjustments.



6.4 Tenant Inducements and Rent-Free Periods




     Any existing free-rent periods or other existing tenant inducements or leasing commissions
occurring after the Closing Date (but excluding any of the same that arise out of commitments
entered into by the Vendors pursuant to Section 4.2 except as provided therein) shall be set out in
the tenancy schedule delivered to the Purchaser as part of the Project Documents and determined on
the Closing Date and the applicable amounts so determined shall be present valued at a discount
rate of six percent (6%) per annum and the discounted amount shall be the responsibility of QLT and
paid by way of adjustment in favour of the Purchaser on the Closing Date. The Purchaser shall
indemnify and save harmless QLT from and against any and all claims, charges, costs, expenses and
liabilities that QLT may at any time suffer or incur as a result of any failure by the Purchaser to
pay or perform any such free-rent periods, tenant inducements or leasing commitments so adjusted.



ARTICLE 7

POSSESSION




7.1 Possession




     The Purchaser shall, upon completion of the sale and purchase, and subject to the Permitted
Encumbrances, the Leases, any commitments entered into by the Vendors in accordance with Section
4.2, and the QLT Lease, have possession of the Properties.



ARTICLE 8

REPRESENTATIONS AND WARRANTIES




8.1 Vendors’ Representations and Warranties




     QLT hereby represents and warrants to the Purchaser, regardless of any independent
investigations that the Purchaser may cause to be made, that:




	 	(a)	 	QLT is a duly incorporated and validly existing company in good standing under
the laws of the Province of British Columbia and has the corporate power and capacity
to own its interest in the Properties and to carry on its business;
	 
	 	(b)	 	each Nominee is a duly incorporated and validly existing company in good
standing under the laws of the Province of British Columbia and has the corporate power
and capacity to hold legal title to the Lot F Property, in the case of the Lot F
Nominee, and the Lot 1 Property, in the case of the Lot 1 Nominee, in trust for QLT and
to carry on its business;










 



-17-








	 	(c)	 	none of QLT nor the Nominees are a non-resident of Canada within the meaning of
the Income Tax Act (Canada);
	 
	 	(d)	 	by the Closing Date, all necessary corporate action on the part of the Vendors
will have been taken to authorize and approve the completion of the transactions
contemplated by this Agreement;
	 
	 	(e)	 	none of the Vendors has any indebtedness or liability to any person, firm or
corporation that might now or hereafter constitute a lien, charge or encumbrance on the
Purchased Assets or that would affect the Purchaser’s right, from and after the Closing
Date, to own, occupy (subject to the Leases and the QLT Lease) and obtain revenue from
the Properties, other than Permitted Encumbrances;
	 
	 	(f)	 	subject to obtaining any required consents to the assignment of the Approved
Service Contracts, neither the execution of this Agreement nor the completion of the
transactions contemplated hereby will conflict with or result in a breach of the
respective constating documents of any of the Vendors nor constitute a breach of,
default under, or acceleration of any obligation under, or constitute any event which,
with the giving of notice or lapse of time or otherwise, would constitute a breach of,
default under, or acceleration of any obligation under, any indenture, mortgage, deed
of trust or any other agreement to which any of the Vendors is a party or by which any
of them is bound or to which any of their assets are subject (including the
Declarations of Trust);
	 
	 	(g)	 	there is no action, suit, claim, arbitration, judgment, investigation or
proceeding outstanding or pending or, to the knowledge of the Vendors, threatened
against or affecting any of the Vendors and pertaining to the Purchased Assets or any
part thereof at law or in equity or before or by any federal, provincial, municipal or
other governmental department, commission, board, bureau, agency or authority;
	 
	 	(h)	 	QLT has a good and marketable beneficial title to the Properties, legal title
to which is held by the Lot F Nominee, in the case of the Lot F Property, and by the
Lot 1 Nominee, in the case of the Lot 1 Property, each as nominee and bare trustee for
QLT pursuant to the Declarations of Trust, free and clear of all liens, charges and
encumbrances except the Permitted Encumbrances;
	 
	 	(i)	 	the Permitted Encumbrances described in Schedule C are in full force and effect
and have not been further amended, none of the Vendors is in default thereunder, no
other party is, to the knowledge of the Vendors, in default thereunder and there are no
existing disputes thereunder;
	 
	 	(j)	 	all municipal taxes, local improvement taxes, rates, levies and assessments of
every nature and kind with respect to the Properties for the 2007 calendar year and all
preceding calendar years, have been paid in full and, except as provided in the
Permitted Encumbrances described in Schedule C, none of the Vendors has, in connection
with the Properties, any present or future obligation to pay monies to










 



-18-








	 	 	 	any statutory authority in connection with off-site roads, services, utilities or
similar services or to construct or provide off-site roads, services, utilities or
similar services in connection with the Properties;
	 
	 	(k)	 	none of the Vendors is a party to or bound by any collective bargaining
agreements or any agreements with a trade union by which the Purchaser will be bound by
virtue of acquiring the Purchased Assets, and there are no employees of the Vendors
with respect to whom the Purchaser will assume or incur any responsibility or liability
by virtue of acquiring the Purchased Assets;
	 
	 	(l)	 	with respect to the Properties:






	 	(i)	 	to the best of the knowledge of the Vendors, the Building is
not subject to any outstanding work order or notice of defect or non-compliance
from any provincial or municipal board or official or Board of Fire
Underwriters or like authority;
	 
	 	(ii)	 	except as disclosed in the Project Documents, none of the
Vendors has received any Notice from any governmental authority of
non-compliance with respect to Environmental Laws;
	 
	 	(iii)	 	except as disclosed in the Project Documents, the Vendors have
not at any time received, handled, generated, used, stored, deposited, treated,
transported or disposed of any Hazardous Waste on the Lot F Property, the Lot 1
Property or within the Building except in compliance with all applicable
Environmental Laws; and
	 
	 	(iv)	 	except as disclosed in the Project Documents, none of the
Vendors has received any Notice from any governmental authority that requires
any remedial action to be conducted or any works to be undertaken with respect
to environmental contamination of the Lot F Property, the Lot 1 Property or the
Building;






	 	(m)	 	the Included Chattels are free and clear of all liens, charges and
encumbrances;
	 
	 	(n)	 	none of the Vendors has received any Notice from any governmental authority or
has any knowledge of any intention of any statutory authority to expropriate all or any
part of the Properties;
	 
	 	(o)	 	none of the Vendors has received any Notice from any governmental authority of
any intention of the applicable municipal authority to alter its zoning bylaw or
official community plan, if any, so as to affect or potentially affect in a detrimental
manner the Properties or the use thereof;
	 
	 	(p)	 	there are no claims, actions or proceedings pending or, to the knowledge of the
Vendors, threatened, in law or in equity, that would materially interfere with the use
and enjoyment of the Properties or the occupancy or use of all or any part of










 



-19-








	 	 	 	the Properties by the Purchaser or any Tenant or QLT under the QLT Lease or that
could affect the Purchaser’s right to own, occupy and obtain revenue from the
Properties;
	 
	 	(q)	 	with respect to the Leases:






	 	(i)	 	the Leases constitute all leases, agreements to lease, and
other rights in existence on the date of this Agreement, either written or
oral, under which any person, firm or corporation has any right to lease, use
or occupy any portion of the Lot F Property or the Building in the nature of a
tenancy or licence and all Tenants are at arm’s length from the Vendors;
	 
	 	(ii)	 	save for the current month’s rent, there are no deposits,
prepaid rents or other prepaid expenses which have been received from any
Tenants except as set forth in the Project Documents;
	 
	 	(iii)	 	the copies of the Leases which the Vendors will be making
available to the Purchaser for review are true copies thereof;
	 
	 	(iv)	 	the Leases are good, valid and subsisting and enforceable
against the Tenants, and are, to the best of the knowledge of the Vendors, in
good standing except as specifically set forth in the Project Documents, and
there are no existing disputes thereunder, and none of the Vendors has received
any notice from any Tenant alleging any default by the Vendors or requiring the
Vendors to take any action not taken, and except as set forth in the Project
Documents the Leases have not been modified, extended, renewed or, to the
knowledge of the Vendors assigned by any Tenant, and the Leases constitute the
whole of the respective agreements of the Vendors or any of them with the
Tenants with respect to the occupancy of the Lot F Property and the Building by
the Tenants;
	 
	 	(v)	 	the Vendors have observed and performed in substantially all
respects all of the landlord’s covenants set forth in the Leases;
	 
	 	(vi)	 	neither the Leases nor the rents payable under them have been
assigned by the Vendors and none of the Tenants have any presently enforceable
rights or claims to set off or abatement with respect to future rents except as
set forth in the Leases;
	 
	 	(vii)	 	none of the Tenants are entitled to any capital contributions,
tenant allowances, inducements, or concessions which have not been fully paid
or satisfied by the Vendors except as set forth in the Project Documents, and
none of the Vendors is obliged to pay any Tenants for improvements, fixtures or
equipment during or on termination of any term or renewal thereof except as set
forth in the Leases;










 



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	 	(viii)	 	the Tenants have each taken possession of the premises demised by their
respective Leases and are paying regular instalments of monthly rent in
accordance with the terms of their respective Leases; and
	 
	 	(ix)	 	none of the Vendors has received any Notice indicating that the
Tenants do not operate their premises and their businesses within the Lot F
Property and the Building pursuant to all validly issued and required licences
and entirely in accordance with all lawful requirements of all applicable
statutory authorities;






	 	(r)	 	the Service Contracts which the Vendors will deliver to the Purchaser pursuant
to Section 3.1 constitute all of the Service Contracts respecting the Properties and
set forth the whole of the agreements between the Vendors or any of them and the other
parties thereto and there is no default thereunder;
	 
	 	(s)	 	the operating budget, operating expense summaries and capital improvement
summaries included with the Project Documents present fairly the expenses relating to
the Properties for the periods reported on;
	 
	 	(t)	 	the Lot F Nominee has no beneficial interest in the Lot F Property and has
carried on no business or activity of any kind whatsoever other than holding legal
title to the Lot F Property in trust for QLT and dealing with the Lot F Property on
behalf of and as directed by QLT, and the Lot 1 Nominee has no beneficial interest in
the Lot 1 Property and has carried on no business or activity of any kind whatsoever
other than holding legal title to the Lot 1 Property in trust for QLT and dealing with
the Lot 1 Property on behalf of and as directed by QLT;
	 
	 	(u)	 	the aggregate value of the Purchased Assets, determined in relation to the
transactions contemplated by this Agreement as of the time and in the manner prescribed
by the Notifiable Transactions Regulations pursuant to the Competition Act, is less
than $50,000,000;
	 
	 	(v)	 	QLT is the sole beneficial owner of the Shares and such Shares are free and
clear of all liens, charges, options and encumbrances except any of the nature
described in subsection (f) of the definition of Permitted Encumbrances;
	 
	 	(w)	 	no person has any rights to acquire any shares in the capital of the Nominees,
except for the Purchaser under this Agreement;
	 
	 	(x)	 	the Nominees have not filed tax returns for Income Tax, Capital Tax or GST,
have no liability for payment of any such taxes, and no assessment for such taxes has
ever been levied against either of the Nominees;
	 
	 	(y)	 	on the Closing Date, the Lot F Nominee will have no assets other than bare
legal title to the Lot F Property, and will have no liabilities except:










 



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	 	(i)	 	liabilities for the current year’s property taxes and other
assessments with respect to the Lot F Property which are the responsibility of
QLT as beneficial owner of the Lot F Property and are adjusted pursuant to
Article 6 on the Closing Date;
	 
	 	(ii)	 	liabilities under the Permitted Encumbrances relating to the
Lot F Property;
	 
	 	(iii)	 	liabilities to the Purchaser under this Agreement; and
	 
	 	(iv)	 	liabilities incurred with respect to the Lot F Property as
registered owner thereof (subject to the other provisions of this Agreement
including the other provisions of this Section 8.1 and Section 8.3);






	 	(z)	 	on the Closing Date, the Lot 1 Nominee will have no assets other than bare
legal title to the Lot 1 Property, and will have no liabilities except:






	 	(i)	 	liabilities for the current year’s property taxes and other
assessments with respect to the Lot 1 Property which are the responsibility of
QLT as beneficial owner of the Lot 1 Property and are adjusted pursuant to
Article 6 on the Closing Date;
	 
	 	(ii)	 	liabilities under the Permitted Encumbrances relating to the
Lot 1 Property;
	 
	 	(iii)	 	liabilities to the Purchaser under this Agreement; and
	 
	 	(iv)	 	liabilities incurred with respect to the Lot 1 Property as
registered owner thereof (subject to the other provisions of this Agreement
including the other provisions of this Section 8.1 and Section 8.3);






	 	 	 	and
	 
	 	(aa)	 	there is no action or proceeding of any kind pending or, to the knowledge of
QLT, threatened against any of the Vendors which might materially affect the ability of
QLT to carry out the terms of this Agreement.





8.2 Survival of Warranties and Representations




     The representations and warranties contained in Section 8.1 shall survive the Closing Date and
shall continue in full force and effect for the benefit of the Purchaser for a period of
twenty-four (24) months after the Closing Date, notwithstanding any independent inquiry or
investigation by the Purchaser. Notice of any claim by the Purchaser for breach of representation
or warranty must be made in writing no later than twenty-four (24) months after the Closing Date.
QLT shall have no liability to the Purchaser whatsoever for the inaccuracy or breach of any
representation or warranty to the extent that the Purchaser had actual knowledge of such inaccuracy
or breach prior to the date on which the conditions referred to in Section 9.1(b) are









 



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satisfied or waived. The Purchaser agrees to give written notice to QLT of any such
inaccuracy or breach as soon as reasonably practicable after the Purchaser acquires knowledge
thereof.



8.3 As Is, Where Is




     The Purchaser acknowledges and agrees as follows:




	 	(a)	 	that subject to Section 8.1(l), it is the obligation of the Purchaser to
satisfy itself that there is no Hazardous Waste or other hazardous substances or
contamination on, in or about the Properties, and that the Vendors have no obligation
to make any investigations, tests or studies with respect to the existence of any
Hazardous Waste or other hazardous substances or contamination on, in or about the
Properties;
	 
	 	(b)	 	that the Purchaser is purchasing the Purchased Assets in an “as is/where is”
condition, that it enters into this Agreement relying entirely upon its own inspections
and the representations, warranties and covenants of QLT specifically set out herein,
and that there are no representations, warranties, guarantees, agreements or
conditions, whether direct or collateral, or express or implied, which induced the
Purchaser to enter into this Agreement or on which reliance is placed by the Purchaser,
or which affect this Agreement or the Purchased Assets, other than as specifically set
out in this Agreement; and
	 
	 	(c)	 	that the Purchaser is relying on its own due diligence in reviewing the Project
Documents and, except as specifically set out herein, the Project Documents are not
intended to constitute a representation or warranty as to any of the contents thereof
on the part of the Vendors.




The Purchaser hereby waives any requirement for the Vendors to obtain or provide to the Purchaser a
“site profile” for the Properties under any applicable laws.




8.4 Purchaser’s Representations and Warranties




     The Purchaser hereby represents and warrants to QLT, regardless of any independent
investigations that QLT may cause to be made, that:




	 	(a)	 	the Purchaser is a duly incorporated and validly existing company in good
standing under the laws of British Columbia and has the power and capacity to enter
into and carry out the transactions contemplated by this Agreement;
	 
	 	(b)	 	by the Closing Date, all necessary corporate action on the part of the
Purchaser will have been taken to authorize and approve the execution and delivery of
this Agreement and the completion of the transactions contemplated herein;
	 
	 	(c)	 	there is no action, suit, claim, arbitration, judgment, investigation or
proceeding outstanding or pending or, to the Purchaser’s knowledge, threatened against
the Purchaser before any court, arbiter, arbitration panel, administrative tribunal or










 



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	 	 	 	agency which, if decided adversely to the Purchaser, might materially affect the
Purchaser’s ability to perform its obligations to purchase the Purchased Assets and
complete the transactions contemplated by this Agreement, and, to the knowledge of
the Purchaser, no state of facts exists which could constitute the basis of any such
action, suit, claim, arbitration, judgment, investigation or proceeding;
	 
	 	(d)	 	neither the execution of this Agreement nor the completion of the transactions
contemplated hereby will constitute a breach of, default under, or acceleration of any
obligation under, or constitute any event which, with the giving of notice or lapse of
time or otherwise, would constitute a breach of, default under, or acceleration of any
obligation under any indenture, mortgage, deed of trust or other agreement to which the
Purchaser is a party or by which the Purchaser is bound or to which any of the
Purchaser’s assets are subject;
	 
	 	(e)	 	no consent or approval of or registration, declaration or filing with, any
governmental commission, board, court or other regulatory body is required for the
execution or delivery of this Agreement by the Purchaser, the validity or
enforceability of this Agreement against the Purchaser, or the performance by the
Purchaser of any of its obligations hereunder; and
	 
	 	(f)	 	the Purchaser is not a non-Canadian within the meaning of the Investment Canada
Act (Canada).





ARTICLE 9

CONDITIONS PRECEDENT




9.1 Purchaser’s Conditions Precedent




     The Purchaser’s obligation to complete the transactions contemplated by this Agreement is
subject to satisfaction of the following conditions, each of which is for the sole benefit of the
Purchaser and may be waived by the Purchaser giving notice in writing to QLT of such waiver at or
before the time provided for satisfaction thereof:




	 	(a)	 	on or before 5:00 p.m. (Vancouver time) on July 18, 2008, the Purchaser shall
have reached agreement with QLT in writing on the form of QLT Lease in accordance with
Section 4.6;
	 
	 	(a.1)	 	on or before 5:00 p.m. (Vancouver time) on July 16, 2008, the Purchaser shall
have obtained a term sheet for the financing of the Purchased Assets on terms and
conditions acceptable to the Purchaser in its sole discretion provided that, in the
event the Purchaser removes this condition, the Purchaser shall provide QLT with a
summary containing the particulars of the terms and conditions of such term sheet as
confirmation that an acceptable term sheet has been received by the Purchaser; and










 



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	 	(b)	 	on or before 5:00 p.m. (Vancouver time) on July 30, 2008, the Purchaser shall
have:






	 	(i)	 	obtained financing for the Purchased Assets on terms and
conditions acceptable to the Purchaser in its sole discretion; and
	 
	 	(ii)	 	conducted all physical, economic, environmental and other
investigations, inquiries of third parties and such other tests and studies as
the Purchaser may elect to conduct with respect to the Building, the Lot F
Property and the Lot 1 Property, such investigations, inquiries, tests and
studies to be conducted at the Purchaser’s sole cost and expense and to be
satisfactory to the Purchaser.




The Purchaser agrees to provide QLT and their agents with a weekly update on its progress in
satisfying the above conditions. If any of the conditions set out above in this Section is neither
satisfied nor waived by the Purchaser at or before the time provided above for satisfaction
thereof, then, unless QLT and the Purchaser otherwise agree in writing, neither QLT nor the
Purchaser shall have any further obligation to complete the transactions contemplated by this
Agreement, and the Deposit and interest thereon shall be returned to the Purchaser in accordance
with Section 2.3(b), without prejudice to any other rights of the parties under or pursuant to this
Agreement.




9.2 Purchaser’s Closing Conditions




     The Purchaser’s obligation to complete the transactions contemplated by this Agreement is
subject to satisfaction of the following conditions, each of which is for the sole benefit of the
Purchaser and may be waived by the Purchaser giving notice in writing to QLT of such waiver at or
before the time provided for satisfaction thereof:




	 	(a)	 	at the time for commencement of closing on the Closing Date, the
representations and warranties of QLT contained in Section 8.1, save as contemplated
herein and subject to Section 8.2, shall be true on and as of the Closing Date in all
material respects with the same effect as though such representations and warranties
had been made on and as of the Closing Date; and
	 
	 	(b)	 	at the time for commencement of closing on the Closing Date, all of the
covenants and agreements of QLT to be performed at or before such time pursuant to this
Agreement shall have been duly performed in all material respects.





     If any of the conditions set out above in this Section is neither satisfied nor waived by the
Purchaser at or before the time provided above for satisfaction thereof, then, unless QLT and the
Purchaser otherwise agree in writing, the Purchaser shall either:




	 	(c)	 	complete the transactions contemplated by this Agreement notwithstanding the
non-satisfaction of the condition or conditions, in which event such completion shall
constitute a waiver of such condition or conditions to the extent not satisfied










 



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	 	 	 	as conditions of closing, but any such waiver and completion shall be without
prejudice to any of the Purchaser’s other rights under this Agreement; or
	 
	 	(d)	 	by notice in writing to QLT, elect not to complete the transactions
contemplated by this Agreement, in which event the Deposit plus accrued interest shall
be returned to the Purchaser in accordance with Section 2.3(c), without prejudice to
any other rights of the Purchaser under or pursuant to this Agreement.





9.3 Satisfaction of Conditions Precedent




     The Purchaser will use all reasonable commercial efforts to facilitate the satisfaction of the
conditions set forth in Sections 9.1 and 9.2.



9.4 Vendors’ Condition Precedent




     QLT’s obligation to complete the transactions contemplated by this Agreement is subject to
satisfaction of the following condition, which is for the sole benefit of QLT and may be waived by
QLT giving notice in writing to the Purchaser of such waiver at or before the time provided for
satisfaction thereof, namely, that on or before 5:00 p.m. (Vancouver time) on July 18, 2008, QLT
shall have reached agreement with the Purchaser in writing on the form of QLT Lease in accordance
with Section 4.6. If this condition is neither satisfied nor waived by QLT at or before the time
provided above for satisfaction thereof, then, unless QLT and the Purchaser otherwise agree in
writing, neither QLT nor the Purchaser shall have any further obligation to complete the
transactions contemplated by this Agreement, and the Deposit and interest thereon shall be returned
to the Purchaser in accordance with Section 2.3(b), without prejudice to any other rights of the
parties under or pursuant to this Agreement.



9.5 Vendors’ Closing Conditions




     QLT’s obligation to complete the transactions contemplated by this Agreement is subject to
satisfaction of the following conditions, each of which is for the sole benefit of QLT and may be
waived by QLT giving notice in writing to the Purchaser of such waiver at or before the time
provided for satisfaction thereof:




	 	(a)	 	at the time for commencement of closing on the Closing Date, the
representations and warranties of the Purchaser contained in Section 8.4 shall be true
on and as of the Closing Date in all material respects with the same effect as though
such representations and warranties had been made on and as of the Closing Date; and
	 
	 	(b)	 	at the time for commencement of closing on the Closing Date, all of the
covenants and agreements of the Purchaser to be performed at or before such time
pursuant to this Agreement shall have been duly performed in all material respects.




If any of the conditions set out above in this Section is neither satisfied nor waived by QLT at or
before the time provided above for satisfaction thereof, then, unless QLT and the Purchaser
otherwise agree in writing, QLT shall either:










 



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	 	(c)	 	complete the transactions contemplated by this Agreement notwithstanding the
non-satisfaction of the condition or conditions, in which event such completion shall
constitute a waiver of such condition or conditions to the extent not satisfied as
conditions of closing, but any such waiver and completion shall be without prejudice to
any of QLT’s other rights under this Agreement; or
	 
	 	(d)	 	by notice in writing to the Purchaser, elect not to complete the transactions
contemplated by this Agreement, in which event the Deposit plus accrued interest shall
be paid to QLT in accordance with Section 2.3(d), without prejudice to any other rights
of QLT under or pursuant to this Agreement.





9.6 Nature of Conditions




     The Vendors and the Purchaser acknowledge and agree that although the obligations of the
parties to complete the transactions contemplated by this Agreement are subject to satisfaction or
waiver of the conditions set forth in Sections 9.1, 9.2, 9.4 and 9.5, those conditions are not
conditions to there being a binding agreement between the parties, and until the time limited for
satisfaction or waiver of such conditions has expired, this Agreement is not void, voidable,
revocable or, except for default or as otherwise expressly provided in this Agreement, capable of
being terminated, by any of the parties hereto, by reason only that any such condition has been
neither satisfied nor waived. Without limiting the generality of the foregoing, each party
acknowledges the receipt of $10.00 and other good and valuable consideration paid by the other
parties in consideration of the recipient not revoking its execution and delivery of this
Agreement, except for default or as otherwise expressly provided in this Agreement, while this
Agreement remains subject to the conditions set forth in Sections 9.1, 9.2, 9.4 and 9.5.



ARTICLE 10

CLOSING




10.1 Closing




     Unless otherwise agreed between the Vendors’ Solicitors and the Purchaser’s Solicitors, the
closing of the purchase and sale of the Purchased Assets shall commence a 9:00 a.m. (Vancouver
time) on the Closing Date in the offices of the Vendors’ Solicitors, at 25th Floor, 700 West
Georgia Street, Vancouver, British Columbia.



10.2 Vendors’ Closing Documents




     Before the Closing Date, QLT will deliver to the Purchaser’s Solicitors, to be held in escrow
as hereinafter provided, the following:




	 	(a)	 	a transfer to the Purchaser of QLT’s beneficial interest in the Properties duly
executed by QLT;
	 
	 	(b)	 	[not used]






 











 





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	 	(c)	 	the Assignment of Leases, duly executed by QLT;
	 
	 	(d)	 	the Assignment of Approved Service Contracts, duly executed by QLT;
	 
	 	(e)	 	the QLT Lease, duly executed by QLT as tenant;
	 
	 	(f)	 	a bill of sale absolute conveying to the Purchaser the Included Chattels and
the interest of QLT in the Project Documents to the extent such interest is
transferrable, duly executed by QLT;
	 
	 	(g)	 	a certificate dated the Closing Date of a responsible officer of QLT having
knowledge of the facts certifying that to the knowledge of such officer the
representations and warranties set out in Section 8.1 are true and correct as at the
Closing Date in all material respects and that the Vendors’ covenants and agreements to
be observed or performed before the closing on the Closing Date pursuant to this
Agreement have been duly observed and performed in all material respects, in each case
with particulars of any applicable exceptions;
	 
	 	(h)	 	a statement of adjustments approved by QLT;
	 
	 	(i)	 	agreements between QLT and the Nominees as follows:






	 	(i)	 	an agreement between QLT and the Lot F Nominee, duly executed
by QLT and the Lot F Nominee, containing a written direction from QLT to the
Lot F Nominee that, from and after the Closing Date, the Lot F Nominee will
hold legal title to the Lot F Property in trust for the Purchaser, containing a
release by the Lot F Nominee of all claims against QLT under the Lot F
Declaration of Trust, and terminating the Lot F Declaration of Trust; and
	 
	 	(ii)	 	an agreement between QLT and the Lot 1 Nominee, duly executed
by QLT and the Lot 1 Nominee, containing a written direction from QLT to the
Lot 1 Nominee that, from and after the Closing Date, the Lot 1 Nominee will
hold legal title to the Lot 1 Property in trust for the Purchaser, containing a
release by the Lot 1 Nominee of all claims against QLT under the Lot 1
Declaration of Trust, and terminating the Lot 1 Declaration of Trust;”;






	 	(j)	 	resolutions of the directors of the Lot F Nominee authorizing the transfer of
the Shares in the capital stock of the Lot F Nominee to the Purchaser, the registration
of such Shares in the name of the Purchaser and the issuance of a new share certificate
representing such Shares in the name of the Purchaser;
	 
	 	(k)	 	resolutions of the directors of the Lot 1 Nominee authorizing the transfer of
the Shares in the capital stock of the Lot 1 Nominee to the Purchaser, the registration
of such Shares in the name of the Purchaser and the issuance of a new share certificate
representing such Shares in the name of the Purchaser;










 



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	 	(l)	 	the share certificate(s) representing all the Shares in the capital stock of
the Lot F Nominee, duly endorsed for transfer to the Purchaser and duly executed share
certificates in the name of the Purchaser representing all such Shares;
	 
	 	(m)	 	the share certificate(s) representing all the Shares in the capital stock of
the Lot 1 Nominee, duly endorsed for transfer to the Purchaser and duly executed share
certificates in the name of the Purchaser representing all such Shares;
	 
	 	(n)	 	resignations in writing of the current directors and officers of each of the
Nominees;
	 
	 	(o)	 	minute books for the Nominees (to the extent not previously delivered to the
Purchaser’s Solicitors) and the seals of the Nominees;
	 
	 	(p)	 	a notice from QLT, the Lot F Nominee and the Purchaser to the Tenants giving
notice of the sale of the Shares in the capital of the Lot F Nominee, the Lot F
Property and the Building and directing that rent and all other amounts payable to the
Landlord under the Leases be paid to the Purchaser or as the Purchaser may direct, duly
executed by QLT;
	 
	 	(q)	 	the Estoppel Certificates required pursuant to Section 4.3 (and, if required,
the Replacement Estoppel Certificates); and
	 
	 	(r)	 	such further documents, certificates and assurances of QLT as may be requisite
in the reasonable opinion of the Purchaser’s Solicitors to complete the transactions
contemplated by this Agreement and for more perfectly and absolutely assigning,
transferring, assuring to and vesting in the Purchaser, title to the Purchased Assets,
free and clear from all claims, liens, charges, encumbrances and caveats other than the
Permitted Encumbrances, provided that the Purchaser’s Solicitors have prepared and
delivered them to the Vendors’ Solicitors at least five (5) Business Days prior to the
Closing Date.





10.3 Purchaser’s Closing Documents




     Before the Closing Date, the Purchaser will deliver to Vendors’ Solicitors, to be held in
escrow as hereinafter provided, the following:




	 	(a)	 	the Assignment of Leases, duly executed by the Purchaser;
	 
	 	(b)	 	the Assignment of Approved Service Contracts, duly executed by the Purchaser;
	 
	 	(c)	 	the bill of sale absolute referred to in Section 10.2(f) which requires
execution by the Purchaser, duly executed by the Purchaser;
	 
	 	(d)	 	the GST Certificate, duly executed by the Purchaser;










 



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	 	(e)	 	a general indemnity from the Purchaser in favour of Vendors with respect to
matters arising from and after the Closing Date in respect of the obligations assumed
by the Purchaser in Section 4.2 and in the documents referred to in Sections 10.3(a),
(b), (c) and (d) above;
	 
	 	(f)	 	a certificate dated the Closing Date of a responsible officer of the Purchaser
having knowledge of the facts certifying that to the knowledge of such officer the
representations and warranties set out in Section 8.4 are true and correct as at the
Closing Date in all material respects and that the Purchaser’s covenants and agreements
to be observed or performed before the closing on the Closing Date pursuant to this
Agreement have been duly observed and performed in all material respects, in each case
with particulars of any applicable exceptions;
	 
	 	(g)	 	a statement of adjustments approved by the Purchaser;
	 
	 	(h)	 	resolutions of the new shareholder of the Lot F Nominee appointing new
directors of the Lot F Nominee;
	 
	 	(i)	 	resolutions of the new shareholder of the Lot 1 Nominee appointing new
directors of the Lot 1 Nominee;
	 
	 	(j)	 	resolutions of the new directors of the Lot F Nominee appointing new officers
of the Lot F Nominee and changing the registered and records office for the Lot F
Nominee to an office other than the Vendors’ Solicitors;
	 
	 	(k)	 	resolutions of the new directors of the Lot 1 Nominee appointing new officers
of the Lot 1 Nominee and changing the registered and records office for the Lot 1
Nominee to an office other than the Vendors’ Solicitors;
	 
	 	(l)	 	such duly executed documents as are required for filing in the office of the
Registrar of Companies (British Columbia) to effect a change of the directors of each
of the Nominees and the registered and records offices for each of the Nominees from
the current directors and the current registered and records offices for the Nominees
to the new directors appointed for each of the Nominees and to new registered and
records offices for each of the Nominees selected by the Purchaser;
	 
	 	(m)	 	the QLT Lease, duly executed by the Purchaser and the Lot F Nominee as
landlord;
	 
	 	(n)	 	a notice from QLT, the Lot F Nominee and the Purchaser to the Tenants giving
notice of the sale of the Shares in the capital of the Lot F Nominee, the Lot F
Property and the Building and directing that rent and all other amounts payable to the
Landlord under the Leases be paid to the Purchaser or as the Purchaser may direct, duly
executed by the Lot F Nominee and the Purchaser; and










 



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	 	(o)	 	such further documents, certificates and assurances of the Purchaser as may be
requisite in the reasonable opinion of the Vendors’ Solicitors to complete the
transactions contemplated by this Agreement, provided that the Vendors’ Solicitors have
prepared and delivered them to the Purchaser’s Solicitors at least five (5) Business
Days prior to the Closing Date.





10.4 Form of Documents




     All documents referred to in Sections 10.2 and 10.3 shall be in form and substance
satisfactory to the solicitors for the party entitled to delivery thereof, acting reasonably, and
shall be agreed to not less than five (5) Business Days prior to the Closing Date.



10.5 Payment in Trust




     On or before the Closing Date, the Purchaser will pay to the Purchaser’s Solicitors in trust
the amount due to QLT pursuant to Section 2.2(b), as adjusted pursuant to Article 6, together with
any other amounts payable by the Purchaser or the Purchaser’s Solicitors on or after the Closing
Date pursuant to this Agreement under Sections 10.11, 11.5 and, if applicable, 11.8, less the
amount to be advanced to the Purchaser on the Closing Date under any mortgage financing arranged by
the Purchaser.



10.6 Registration




     Forthwith following the payment in Section 10.5 and after receipt by the Purchaser’s
Solicitors of the documents referred to in Section 10.2 and after receipt by the Vendors’
Solicitors of the documents referred to in Section 10.3, and subject to the requirements of Section
10.12 being satisfied, if applicable:




	 	(a)	 	the Purchaser will cause the Purchaser’s Solicitors to file in the LTO on the
Closing Date any security documents applicable to any mortgage financing arranged by
the Purchaser, concurrently with the filing referred to in Section 10.6(b); and
	 
	 	(b)	 	if QLT elects to register the QLT Lease, QLT will cause the Vendors’ Solicitors
to file in the LTO on the Closing Date the QLT Lease or the Short Form QLT Lease, as
applicable, concurrently with the filing referred to in Section 10.6(a), so that the
QLT Lease or the Short Form QLT Lease, as applicable, will have the priority of
registration required by the QLT Lease;




the intent being that, if QLT elects to register the QLT Lease, the documents referred to in
Sections 10.6 (a) and (b) will be filed together as one package.




10.7 Closing




     If there are any filings in the LTO under Section 10.6, forthwith following such filings and a
post filing for registration check of title for each of the Lot F Property and the Lot 1 Property
in the LTO indicating that any security documents applicable to any mortgage financing









 



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arranged by the Purchaser submitted to the LTO in accordance with Section 10.6 and, if QLT
elects to register the QLT Lease, the QLT Lease or the Short Form QLT Lease, as applicable,
submitted to the LTO in accordance with Section 10.6, have been noted on the title for the Lot F
Property and the Lot 1 Property, as applicable, as pending registrations, and indicating that in
the normal course of LTO procedures:




	 	(a)	 	the security documents that have been filed for registration in the LTO
pursuant to Section 10.6 will be registered subject only to the Permitted Encumbrances
and any other charges granted by or claimed through the Purchaser; and
	 
	 	(b)	 	if QLT elects to register the QLT Lease, the QLT Lease or the Short Form QLT
Lease, as applicable, will be registered against title to Lot F with the priority
required by its terms;




the Purchaser will cause the Purchaser’s Solicitors to deliver to the Vendors’ Solicitors in trust
on the Closing Date a wire transfer payable to the Vendors’ Solicitors in trust for the amount due
to QLT pursuant to Section 2.2(b), as adjusted pursuant to Article 6, and after receipt by the
Vendors’ Solicitors of such payment, the Purchaser’s Solicitors will be entitled to release the
documents referred to in Section 10.2 to the Purchaser, the Vendors’ Solicitors will be entitled to
release such payment and the documents referred to in Section 10.3 to QLT, and the Vendors’
Solicitors will be entitled to (and will be directed by the parties to) pay to QLT the Deposit and
to release to the Purchaser all interest earned on the Deposit




10.8 Concurrent Requirements




     It is a condition of this Agreement that all requirements of Sections 10.5 to 10.7 are
concurrent requirements and it is specifically agreed that nothing will be completed on the Closing
Date until everything required to be paid, executed and delivered on the Closing Date has been so
paid, executed and delivered and until the Purchaser’s Solicitors have satisfied themselves as to
registration and priority of any security documents applicable to any mortgage financing arranged
by the Purchaser that have been filed for registration in the LTO, as provided in Section 10.7,
and, if QLT elects to register the QLT Lease, the Vendors’ Solicitors have satisfied themselves as
to registration and priority of the QLT Lease or the Short Form QLT Lease, as applicable, as
provided in Section 10.7.



10.9 Discharge of Encumbrances




     If on the Closing Date there are any judgments, liens, claims of lien or any other financial
charges against title to the Purchased Assets which are not Permitted Encumbrances, QLT will not be
required to clear the title to the Purchased Assets prior to the receipt of the net sales proceeds
of the Purchased Assets, but will be obligated to do so forthwith following receipt of such net
sales proceeds and, in that event, the Purchaser’s Solicitors may pay the net sales proceeds to the
Vendors’ Solicitors on the condition that the Vendors’ Solicitors undertake to forthwith pay off
and discharge any such judgment, lien, claim of lien or other financial charge.









 



-32-


10.10 Delivery of Project Documents




     QLT will, within two (2) Business Days after of the Closing Date, deliver to the Purchaser or
as the Purchaser may direct, to the extent not previously delivered:




	 	(a)	 	the original Project Documents;
	 
	 	(b)	 	keys and master keys to all units and facilities of the Properties.





10.11 Goods and Services and Social Services Tax





	 	(a)	 	The Purchaser represents and warrants that it will on the Closing Date be
registered under Subdivision (d) of Division V of Part IX of the Excise Tax Act and
will on the Closing Date provide QLT with a certificate (the “GST Certificate”) stating
that the Purchaser is registered with Canada Revenue Agency for the purposes of goods
and services tax (“GST”) and setting out its GST registration number.
	 
	 	(b)	 	The Purchaser agrees that, if and to the extent required under Part IX of the
Excise Tax Act, it will remit directly to Canada Revenue Agency any tax that may be
exigible under Part IX of the Excise Tax Act in respect of the purchase and sale of the
Purchased Assets. Such tax shall be payable by the Purchaser in addition to the
Purchase Price.
	 
	 	(c)	 	The Purchaser agrees that it will remit directly to the Minister of Finance any
tax that may be exigible under the Social Service Tax Act (British Columbia) in respect
of the purchase and sale of the Included Chattels. Such tax shall be payable by the
Purchaser in addition to the Purchase Price.
	 
	 	(d)	 	The Purchaser will pay any amount required to be paid by the Purchaser pursuant
to Section 10.11(b) or Section 10.11(c) to the Purchaser’s Solicitors in trust on or
before the Closing Date and the Purchaser’s Solicitors will undertake to the Vendors’
Solicitors to make the payment as required forthwith upon completion of registration as
contemplated in Section 10.7.





10.12 Purchaser Financing




     If the Purchaser is relying on a new mortgage to finance a portion of the Purchase Price, the
Purchaser, while still required to pay the amount due to QLT pursuant to Section 2.2(b), as
adjusted pursuant to Article 6, in accordance with Section 10.7 and, if applicable, Section 11.8,
may wait to pay such amount to QLT until after the new mortgage documents have been lodged for
registration in the LTO, but only if, before such lodging, the Purchaser has:




	 	(a)	 	made payment into trust in accordance with Section 10.5, and such funds paid
into trust, together with the anticipated proceeds of the new mortgage, are sufficient
to enable the Purchaser’s Solicitors to pay the amounts required to be










 



-33-


	 	 	 	paid by them on the Closing Date under this Agreement (including any amounts payable
under Sections 10.11, 11.5 and, if applicable, 11.8);






	 	(b)	 	fulfilled all the new mortgagee’s conditions for funding except the lodging of
the mortgage for registration in the LTO; and
	 
	 	(c)	 	made available to the Vendors’ Solicitors, an undertaking of the Purchaser’s
Solicitors satisfactory to the Vendors’ Solicitors acting reasonably, to pay the
portion of the Purchase Price secured by the new mortgage upon the lodging of the new
mortgage documents in the LTO and the advance by the new mortgagee of the mortgage
proceeds.





ARTICLE 11

GENERAL




11.1 Further Assurances




     Each of the parties shall execute and deliver all such further documents and do such further
acts and things as may be reasonably required from time to time to give effect to this Agreement.



11.2 Survival




     All of the representations, warranties, covenants and agreements of the Vendors and the
Purchaser contained in this Agreement will survive the closing of the purchase and sale of the
Purchased Assets contemplated by this Agreement for a period of twenty-four (24) months following
the Closing Date.



11.3 Entire Agreement




     This Agreement and the agreements and instruments to be executed and delivered by the parties
pursuant to this Agreement constitute the entire agreement between the Vendors and the Purchaser
pertaining to the purchase and sale of the Purchased Assets and the other transactions contemplated
by this Agreement and supersede all prior agreements and undertakings, negotiations and
discussions, whether oral or written, of the Vendors and the Purchaser pertaining to the purchase
and sale of the Purchased Assets and the other transactions contemplated by this Agreement, and
there are no warranties, representations, covenants or agreements between the Vendors and Purchaser
pertaining to the purchase and sale of the Purchased Assets except as set forth herein and in such
agreements and instruments.



11.4 Notices




     Any notice, document or communication required or permitted to be given hereunder shall be in
writing and delivered by hand or sent by facsimile to the party to which it is to be given as
follows:









 



-34-

To QLT and, until after closing, the Nominees:



QLT Inc.

887 Great Northern Way

Vancouver, British Columbia

V5T 4T5



Attention: Cameron Nelson



Fax No.: (604) 707-7253



with a copy to:






Farris, Vaughan, Wills & Murphy LLP

25th Floor, 700 West Georgia Street

Vancouver, British Columbia

V7Y 1B3



Attention: Paul S. Richardson



Fax No.: (604) 661-9349



To the Purchaser and, after closing, to the Nominees:



Discovery Parks Holdings Inc.

910-1111 Melville Street

Vancouver, British Columbia

V6E 3V6



Attention: Tom Douglas



Fax No.: (604) 734-7278



with a copy to:



Fraser Milner Casgrain LLP

15th Floor, 1040 West Georgia Street

Vancouver, British Columbia

V6E 4H8



Attention: John Third


Fax No.: (604) 683-5214



or to such other address or fax number as any party may in writing advise. Any notice, document or
communication will be deemed to have been given when delivered, if delivered, and on the following
Business Day after transmission if sent by facsimile.










 



-35-




11.5 Fees




     Each of the parties will pay its own legal fees. The Purchaser shall pay all goods and
services tax, social services tax, registration fees and property transfer tax payable in
connection with its purchase of the Purchased Assets and QLT will pay all costs incurred in
clearing title thereto as required herein. If QLT elects to register the QLT Lease, QLT will also
pay all registration fees and property transfer tax in connection with registration of the QLT
Lease or the Short Form QLT Lease, as applicable,.



11.6 Real Estate Commissions




     QLT represents and warrants to the Purchaser that neither QLT nor either of the Nominees
retained any agent, salesman, consultant or other third party in connection with the sale of the
Purchased Assets other than Colliers Macaulay Nicolls Inc. and covenant and agree with the
Purchaser that QLT will cause the Vendors’ Solicitors to pay the fee payable to Colliers Macaulay
Nicolls Inc. in respect of the sale of the Purchased Assets (for certainty, excluding any leasing
commissions) out of the sale proceeds. The Purchaser represents and warrants to QLT that it has
not retained any agent, salesman, consultant or other third party in connection with the purchase
of the Purchased Assets and that the Purchaser is not liable to pay any commission to any third
party in respect of such transaction. The Purchaser covenants and agrees to indemnify and save
harmless QLT from and against any real estate commissions, fees or any other payments that the
Purchaser has contracted or is liable to pay in respect of the purchase of the Purchased Assets.



11.7 Time




     Time shall be of the essence of this Agreement.



11.8 Tender





	 	(a)	 	Any tender of documents or money may be made upon the party being tendered or
upon its solicitors and money may be tendered by wire transfer or by solicitor’s
certified cheque or bank draft from an Approved Financial Institution.
	 
	 	(b)	 	Subject to Section 11.8(c), but notwithstanding any other provision of this
Agreement, the parties agree that, if the Purchaser is required by applicable
legislation to cause the amount set out in Section 2.2(b), as adjusted, to be paid by
electronic or wire transfer of funds, then:






	 	(i)	 	the Purchaser will make all commercially reasonable efforts to
ensure that such amount will be transferred to and received by the Vendors’
Solicitors on or before 3:00 p.m. (Vancouver time) on the Closing Date; and
	 
	 	(ii)	 	if for any reason out of the control of the Purchaser (which,
for greater certainty, will not include any event which is a default by the
Purchaser under this Agreement), the Purchaser cannot ensure that such an
amount will be received by the Vendors’ Solicitors on or before the time and
date










 



-36-


	 	 	 	set out in Section 11.8(b)(i), then subject to Section 11.8(c), the
Purchaser will be entitled to pay such amount on or before 3:00 p.m.
(Vancouver time) on the Business Day next following the Closing Date so long
as, in addition to such amount, the Purchaser also pays to QLT at the same
time interest on such amount, at a rate equal to the Prime Rate plus one
percent (1%) per annum, for each day from and including the Closing Date to
but not including the day such payment is made. “Prime Rate”, as used
herein, means that variable annual rate of interest quoted by the main
branch of HSBC Bank Canada, Vancouver, British Columbia, from time to time
as the rate of interest used by it as a reference rate for setting rates of
interest on Canadian dollar loans in Canada repayable on demand and commonly
referred to by such Bank as its “prime rate”.






	 	(c)	 	If the Purchaser is relying on a new mortgage to finance a portion of the
Purchase Price, the Purchaser shall only be entitled pursuant to Section 11.8(b) to pay
the amount set out in Section 2.2(b), as adjusted, on the Business Day next following
the Closing Date if, on the Closing Date, the Purchaser’s Solicitors have in their
possession discharges of the security documents applicable to the Purchaser’s mortgage
financing duly executed by the mortgagee, and an amount equal to the registration fees
that would be payable on registration in the LTO of such discharges, and have given the
Vendors’ Solicitors an undertaking satisfactory to the Vendors’ Solicitors acting
reasonably to lodge such documents for registration in the LTO and to pay the
registration fees payable in respect thereof if payment of the amounts set out in
Section 2.2(b), as adjusted, and interest (if applicable) is not made in accordance
with Section 11.8(b) and the security documents applicable to the Purchaser’s mortgage
financing are finally registered in the LTO before they can be withdrawn from the LTO
by the Purchaser’s Solicitors.





11.9 Assignment




     The Purchaser shall not be entitled to assign its rights under this Agreement without the
prior written consent of QLT, which consent may be arbitrarily withheld. Any approval by QLT of an
assignment will be subject to the Purchaser delivering to QLT a written assumption from the
assignee in favour of the Vendors pursuant to which the assignee assumes all of the obligations of
the Purchaser hereunder. No assignment will relieve the Purchaser of its liability hereunder.



11.10 Enurement




     This Agreement shall enure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns permitted in accordance with Section 11.9.









 



-37-


11.11 Counterparts




     This Agreement may be executed in counterparts and when each party has executed a counterpart
each of such counterparts shall be deemed to be an original and all of such counterparts when taken
together shall constitute one and the same agreement.



11.12 Execution




     This Agreement may be executed and delivered by facsimile.



11.13 Amendment and Restatement




     This Agreement amends and restates the Original Sale and Purchase Agreement, and this
Agreement shall take effect as provided at the top of page 1 of this Agreement at which time this
Agreement shall govern the relationship between the parties hereto with respect to the subject
matters of this Agreement, on the terms and conditions contained herein.



11.14 Conditions Precedent




     For greater certainty:




	 	(a)	 	the Purchaser hereby gives notice that:






	 	(i)	 	the conditions set out in Sections 9.1(a)(iii) and (iv) of the
Original Sale and Purchase Agreement have been satisfied; and
	 
	 	(ii)	 	the condition set out in Section 9.1(a)(v) of the Original Sale
and Purchase Agreement is hereby waived;






	 	 	 	and QLT hereby acknowledges receipt of such notice; and
	 
	 	(b)	 	QLT hereby gives notice that the condition set out in Section 9.4(a)(ii) of the
Original Sale and Purchase Agreement has been satisfied, and the Purchaser hereby
acknowledges receipt of such notice.










 



-38-







     IN WITNESS WHEREOF this Agreement has been executed as of the day and year first above
written.



	 	 	 	 	 
	QLT INC.

 	 	 
	Per:  	/s/ Cameron Nelson
 	 	 
	 	 	 
	560677 B.C. LTD.

 	 	 
	Per:  	/s/ Robert L. Butchofsky
 	 	 
	 	 	 
	630321 B.C. LTD.

 	 	 
	Per:  	/s/ Robert L. Butchofsky
 	 	 
	 
	DISCOVERY PARKS HOLDINGS INC.

 	 	 
	Per:  	/s/ Tom Douglas
 	 	 










 





A-1




SCHEDULE A




ASSIGNMENT OF APPROVED SERVICE CONTRACTS




THIS AGREEMENT made as of the ____ day of _______________, 2008.




BETWEEN:



QLT INC.

887 Great Northern Way

Vancouver, British Columbia

V5T 4T5



(the “Vendor”)




AND:



DISCOVERY PARKS HOLDINGS INC.

910-1111 Melville Street

Vancouver, British Columbia

V6E 3V6



(the “Purchaser”)




     WHEREAS by an agreement (the “Purchase Agreement”) dated for reference , 2008 between the
Vendor and the Purchaser, the Vendor agreed to sell and the Purchaser agreed to purchase certain
interests in the lands and premises at 887 Great Northern Way, Vancouver, British Columbia on the
terms and conditions set forth in the Purchase Agreement.



     NOW THEREFORE THIS ASSIGNMENT WITNESSES that in consideration of the mutual covenants herein
contained and other good and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged by each of the parties) the Vendor and the Purchaser covenant and agree as follows:



1. Definitions




     In this Assignment:




	 	(c)	 	terms which are defined in the Purchase Agreement which are used and
capitalized in this Assignment shall have the respective meanings specified in the
Purchase Agreement except as otherwise defined herein;
	 
	 	(d)	 	“Approved Service Contracts” means the service contracts described in Exhibit A
hereto; and
	 
	 	(e)	 	“Closing Date” means •, 2008.










 



A-2







2. Assignment




     Subject to paragraph 4, the Vendor hereby absolutely assigns, transfers and sets over unto the
Purchaser:




	 	(a)	 	all of the Vendor’s right, title and interest in and to the Approved Service
Contracts;
	 
	 	(b)	 	any and all payments due or accruing due or at any time after the Closing Date
to become due to the Vendor under the Approved Service Contracts; and
	 
	 	(c)	 	the benefit of all warranties and covenants made or given by the parties to the
Approved Service Contracts other than the Vendor;




with full power and authority to sue for damages for breach of any warranty or covenant or for
specific performance of covenants in the name of the Vendor.




3. Assumption




     As of the Closing Date, the Purchaser does hereby assume those obligations of the Vendor under
the Approved Service Contracts which are to be observed or performed on or after the Closing Date
and which did not arise directly or indirectly as a result of a default by the Vendor occurring
prior to the Closing Date (which obligations are herein called the “Assumed Obligations”) and
covenants and agrees with the Vendor that from and including the Closing Date, the Purchaser will
observe and perform all the Assumed Obligations and will indemnify and save harmless the Vendor
from and against any and all liabilities of every nature and kind with respect to any
non-performance or non-observance by the Purchaser, or any persons claiming through or under the
Purchaser, of the Assumed Obligations. It is specifically understood and agreed by the Vendor that
the Purchaser does not assume any obligations other than the Assumed Obligations nor does the
Purchaser agree to indemnify or save harmless with respect to any of the obligations other than the
Assumed Obligations.



4. Third Party Consents




     If any consent, approval, release or waiver of a third party (herein called the “Required
Consent”) is required to permit the assignment and transfer by the Vendor to the Purchaser of any
of the Approved Service Contracts:




	 	(a)	 	the assignment and transfer of any applicable Approved Service Contract in
respect of which the Required Consent has not been received on the Closing Date will
not be effective until the applicable Required Consent has been received;
	 
	 	(b)	 	until such time, the Approved Service Contract in respect of which the Required
Consent is required will be held by the Vendor in trust and as bare trustee for the
benefit of the Purchaser;
	 
	 	(c)	 	such transfer and assignment shall take effect immediately upon the Required
Consent being given; and










 



A-3








	 	(d)	 	until such time, the Vendor and the Purchaser shall use their commercially
reasonable efforts to obtain the Required Consent.




Nothing in this paragraph 4 shall relieve any of the parties from their respective obligations
under paragraphs 3, 5, and 6 of this Assignment, and the provisions of paragraphs 3, 5 and 6 shall
have effect as of the Closing Date as if all Required Consents to the assignment and transfer of
the Approved Service Contracts had been given as of the Closing Date.




5. Further Assurances




     Each of the parties shall at all times hereafter execute and deliver all such further
documents and instruments and shall do such further acts and things as may be reasonably required
to give full effect to this Assignment.



6. Indemnity




     The Vendor covenants and agrees with the Purchaser that the Vendor will indemnify and save
harmless the Purchaser from and against all obligations which were to be observed or performed by
the Vendor under the Approved Service Contracts prior to the Closing Date and against any and all
liabilities of every nature and kind under the Approved Service Contracts arising from any default
of the Vendor thereunder occurring prior to the Closing Date. The foregoing indemnity will cease
to be of any force or effect on that date which is twelve (12) months following the Closing Date
(except in respect of any claims written notice of which has been delivered to the Vendor prior to
such date).



7. Governing Law




     This Assignment shall be governed by and construed in accordance with the laws of the Province
of British Columbia and of Canada applicable to the Province of British Columbia.



8. Enurement




     This Assignment shall enure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns.



9. Counterparts




     This Assignment may be executed in counterparts and when each party has executed a counterpart
each of such counterparts shall be deemed to be an original and all of such counterparts when taken
together shall constitute one and the same agreement.









 



A-4


10. Execution




     This Assignment may be executed and delivered by facsimile.



     IN WITNESS WHEREOF this Assignment has been executed as of the day and year first above
written.



	 	 	 	 	 
	 	QLT INC.

 	 
	 	Per:  	 	 
	 
	 	DISCOVERY PARKS HOLDINGS INC.

 	 
	 	Per:  	 	 









 



A-5

	 	 	 	 	 




EXHIBIT A




[Description of Approved Service Contracts]










 



B-1


SCHEDULE B




ASSIGNMENT OF LEASES




THIS AGREEMENT made as of the _____ day of _____________, 2008.




BETWEEN:



QLT INC.

887 Great Northern Way

Vancouver, British Columbia

V5T 4T5



(the “Vendor”)




AND:



DISCOVERY PARKS HOLDINGS INC.

910-1111 Melville Street

Vancouver, British Columbia

V6E 3V6



(the “Purchaser”)





     WHEREAS by an agreement (the “Purchase Agreement”) dated for reference , 2008 between the
Vendor and the Purchaser, the Vendor agreed to sell and the Purchaser agreed to purchase certain
interests in the lands and premises at 887 Great Northern Way, Vancouver, British Columbia on the
terms and conditions set forth in the Purchase Agreement.



     NOW THEREFORE THIS ASSIGNMENT WITNESSES that in consideration of the mutual covenants herein
contained and other good and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged by each of the parties) the Vendor and the Purchaser covenant and agree as follows:



1. Definitions




     In this Assignment:




	 	(a)	 	terms which are defined in the Purchase Agreement which are used and
capitalized in this Assignment shall have the respective meanings specified in the
Purchase Agreement except as otherwise defined herein;
	 
	 	(b)	 	“Closing Date” means •, 2008;
	 
	 	(c)	 	“Leases” means the leases described in Exhibit A hereto; and
	 
	 	(d)	 	“Tenants” means the tenants under the Leases.










 



B-2







2. Assignment




     The Vendor hereby absolutely assigns, transfers and sets over unto the Purchaser:




	 	(a)	 	all of the Vendor’s right, title and interest in and to the Leases and the
reversions thereof;
	 
	 	(b)	 	any and all rents or other payments due or accruing due or at any time on and
after the Closing Date become due under the Leases or any extensions or renewals
thereof;
	 
	 	(c)	 	the benefit of all guarantees and indemnities of the Leases; and
	 
	 	(d)	 	the benefit of all covenants by the Tenants or any covenantor of any of the
Leases;




with full power and authority to demand, collect, sue for, distrain for, recover, receive and give
receipts for all rents and other moneys payable thereunder to enforce payment thereof or
performance of covenants in the name of the Vendor.




3. Assumption




     As of the Closing Date, the Purchaser does hereby assume those obligations of the Vendor under
the Leases which are to be observed or performed on or after the Closing Date and which did not
arise directly or indirectly as a result of a default by the Vendor occurring prior to the Closing
Date (which obligations are herein called the “Assumed Obligations”) and covenants and agrees with
the Vendor that from and including the Closing Date, the Purchaser will observe and perform all the
Assumed Obligations and will indemnify and save harmless the Vendor from and against any and all
liabilities of every nature and kind with respect to any non-performance or non-observance by the
Purchaser, or any persons claiming through or under the Purchaser, of the Assumed Obligations. It
is specifically understood and agreed by the Vendor that the Purchaser does not assume any
obligations other than the Assumed Obligations nor does the Purchaser agree to indemnify or save
harmless with respect to any of the obligations other than the Assumed Obligations.



4. Further Assurances




     Each of the parties shall at all times hereafter execute and deliver all such further
documents and instruments, including, without limitation, agreements with Tenants covering the
assumption by the Purchaser of the Assumed Obligations, and shall do such further acts and things
as may be reasonably required to give full effect to this Assignment.



5. Indemnity




     The Vendor covenants and agrees with the Purchaser that the Vendor will indemnify and save
harmless the Purchaser from and against all obligations which were to be observed or performed by
the Vendor under the Leases prior to the Closing Date and against any and all liabilities of every
nature and kind under the Leases arising from any default of the Vendor









 



B-3

thereunder occurring prior to the Closing Date. The foregoing indemnity will cease to be of
any force or effect on that date which is twelve (12) months following the Closing Date (except in
respect of any claims written notice of which has been delivered to the Vendor prior to such date).




6. Governing Law




     This Assignment shall be governed by and construed in accordance with the laws of the Province
of British Columbia and of Canada applicable in the Province of British Columbia.



7. Enurement




     This Assignment shall enure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns.



8. Counterparts




     This Assignment may be executed in counterparts and when each party has executed a counterpart
each of such counterparts shall be deemed to be an original and all of such counterparts when taken
together shall constitute one and the same agreement.



9. Execution




     This Assignment may be executed and delivered by facsimile.



     IN WITNESS WHEREOF this Assignment has been executed as of the day and year first above
written.



	 	 	 	 	 
	 	QLT INC.

 	 
	 	Per:  	 	 
	 
	 	DISCOVERY PARKS HOLDINGS INC.

 	 
	 	Per:  	 	 









 



B-4

	 	 	 	 	 




EXHIBIT A




[Description of Leases]










 



C-1


SCHEDULE C




LANDS AND REGISTERED CHARGES




LOT F PROPERTY — 877 GREAT NORTHERN WAY




	 	 	 
	Legal Description	 	Permitted Encumbrances
	City of Vancouver

	 	Right of Way 459460M
	Parcel Identifier 024-175-650

	 	Undersurface Rights 481915M
	Lot F, District Lot 264A and

	 	Covenant BM161486
	District Lot 2037, Group 1

	 	Covenant BN334036
	New Westminster District

	 	Covenant BW46704
	Plan LMP38193

	 	Statutory Right of Way BW46705






LOT 1 PROPERTY — 801 GREAT NORTHERN WAY




	 	 	 
	Legal Description	 	Permitted Encumbrances
	City of Vancouver

	 	Right of Way 459460M
	Parcel Identifier 025-102-419

	 	Undersurface Rights 481915M
	Lot 1, District Lots 264A and 2037

	 	Covenant BN316004
	Group 1

	 	Covenant BR180931
	New Westminster District

	 	Covenant BR180945
	Plan LMP50588

	 	Statutory Right of Way BR180946
	 

	 	Restrictive Covenant BR226615
	 

	 	Easement BR226616
	 

	 	Covenant BV108681
	 

	 	Statutory Right of Way BV108682
	 

	 	Statutory Right of Way BV108683
	 

	 	Equitable Charge BV108684
	 

	 	Covenant BV108686
	 

	 	Statutory Right of Way BV108687
	 

	 	Equitable Charge BV108688
	 

	 	Easement and Indemnity Agreement BV108689
	 

	 	Statutory Right of Way BV108690
	 

	 	Equitable Charge BV108691
	 

	 	Covenant BV108692
	 

	 	Covenant BW46701
	 

	 	Statutory Right of Way BW46702
	 

	 	Covenant BX494384












 



D-1


SCHEDULE D




ESTOPPEL CERTIFICATE




TO: DISCOVERY PARKS HOLDINGS INC. (the “Purchaser”)



RE: The lease between
_______________________________________
and the undersigned, as tenant, dated
__________________ (the “Lease”) of certain premises (the “Premises”) described in the Lease
which Premises are located in the building at 887 Great Northern Way, Vancouver, British Columbia
(the “Property”)



We understand the Purchaser will be purchasing the Property and that the Purchaser has requested
certain information concerning the Lease. In connection with this request and knowing that the
Purchaser and its Lenders and its and their respective successors and assigns intend to rely on
this Certificate, we certify to the Purchaser and its Lenders that:



1. The Lease has been validly executed and delivered by the undersigned, the undersigned has
unconditionally accepted the possession of the Premises except as set out in item 4 of the Notes
herein and the undersigned is in possession of the Premises.



2. The Lease contains the entire and only agreement between QLT Inc. and 560677 B.C. Ltd. (the
“Landlord”) and the undersigned pertaining to the undersigned’s occupation of the Premises. The
Lease has not been altered, amended or assigned by the undersigned nor has all or any part of the
Premises been sublet by the undersigned except as set out in item 1 of the Notes herein.



3. The rent payable pursuant to the Lease has been paid through the period ending
__________________, 2008. No rent is prepaid to the Landlord except for the current month’s
rent nor has the undersigned deposited any security with the Landlord except as set out in item 2
of the Notes herein.



4. The undersigned is not claiming any deduction, abatement or set-off against the Landlord with
respect to the undersigned’s obligations to pay rent and additional rent pursuant to the Lease
except as set out in item 4 of the Notes herein.



5. The term of the Lease will end _______________. There is no right to renew or extend the
term except as set out in item 3 of the Notes herein. The monthly minimum rental is _______________.
The monthly additional rent (being charged for operating costs, premises HVAC charges, premises
Hydro charges, premises Realty Tax charges and common area Realty Taxes), exclusive of the Federal
Goods and Services Tax, is presently _______________. The monthly minimum rental and the monthly
additional rent are calculated on the basis that the leasable area of the Premises has been
accepted as being _______________ square feet.



6. The Premises conform to the Landlord’s obligations under the Lease.



7. There is no existing default under the Lease on the part of the undersigned or, so far as the
undersigned is aware, on the part of the Landlord.










 



D-2



8. The undersigned does not have any right of first refusal or option either to purchase the
Property or lease any space in the Property except as set out in item 5 of the Notes herein.



9. The undersigned has no claims against the Landlord, financial or otherwise, except as set out in
item 4 of the Notes herein.




NOTES:





	1.	 	Sublet:
	 
	2.	 	Security Deposit:
	 
	3.	 	Renewals:
	 
	4.	 	Claims:
	 
	5.	 	Rights of First Refusal or Options to Purchase or Lease:
	 
	6.	 	Other Matters:





DATED the ________ day of ____________________, 2008.




	 	 	 	 	 
	 	• (TENANT)

 	 
	 	By:  	 	 
	 	 	Authorized Signing Officer 	 
	 
	 	By:  	 	 
	 	 	Authorized Signing Officer 	 









 



E-1

	 	 	 	 	 




SCHEDULE E




PROJECT DOCUMENTS



To be delivered unless otherwise indicated and to the extent not already delivered.





	1.	 	The most recent land title search reports and registered charges, liens and encumbrances.
	 
	2.	 	Complete executed copies of all Leases, subleases, assignments, guarantees and indemnities
together with all exhibits, amendments and addenda and a copy of all current lease proposals
and letters of intent.
	 
	3.	 	Schedule of outstanding leasing commissions, tenant allowances and inducements.
	 
	4.	 	Copy of current year’s operating budget for the Lot F Property and the Building.
	 
	5.	 	Current and last two (2) year’s operating expense summaries for the Lot F Property and the
Building for years 2006 and 2007 (to be delivered).
	 
	6.	 	Logs relating to the Building’s operations and maintenance (to be made available).
	 
	7.	 	Current and last two (2) year’s property tax bills and any pending valuation adjustments and
all tax appeal files (to be made available).
	 
	8.	 	Copies of all Service Contracts.
	 
	9.	 	Copies of all environmental reports.
	 
	10.	 	All available plans and specifications (civil, architectural, structural, mechanical,
electrical and plumbing) (to be made available).
	 
	11.	 	All available plans and specifications relating to the Development Permit (to be made
available).
	 
	12.	 	Copies of geotechnical report and construction testing reports (to be made available).
	 
	13.	 	Copies of the last two (2) years capital improvement summaries.
	 
	14.	 	Schedule of major building systems including chillers, boilers, roof, etc. (size, age and
type) (to be made available).
	 
	15.	 	Copies of all Certificates of Occupancy.
	 
	16.	 	Inventory of Included Chattels.
	 
	17.	 	Inventory of Excluded Assets.
	 
	18.	 	Schedule of all claims and litigation affecting the Properties (if any).
	 
	19.	 	Copies of the Declarations of Trust.
	 
	20.	 	True copies of the policies of insurance carried by the Vendors in respect of the Properties
(to be made available).
	 
	21.	 	Copy of the Development Permit.










 



F-1







SCHEDULE F




NOT USED










 



G-1


SCHEDULE G




EXCLUDED ASSETS




	 	 	 	 	 	 	 	 	 
	Current Location	 	Description	 	EL #	 	Quantity
	Information Technology
	 	 	 	 	 	 	 	 
	Server Room and
	 	All Fixtures, Equipment	 	 	 	all
	Mechanical room
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Server Room
	 	Server Room Fiber Cabling	 	 	 	all
	2-9D
	 	Nortel Option 61 (PBX)	 	 	 	all
	 
	 	phone system including	 	 	 	 	 	 
	 
	 	phones, base stations,	 	 	 	 	 	 
	 
	 	switchboards and companion	 	 	 	 	 	 
	 
	 	wireless system	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Facility
	 	3Com Switches	 	 	 	all
	Facility
	 	Cisco Wireless switches	 	 	 	all
	Facility
	 	Cisco access points	 	 	 	all
	Facility
	 	Desktops,  Laptops and any	 	 	 	all
	 
	 	associated peripherals	 	 	 	 	 	 
	 
	 	that do not control	 	 	 	 	 	 
	 
	 	building systems	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Laboratory
	 	 	 	 	 	 	 	 
	2-17H
	 	Autoclave	 	1770	 	 	1	 
	2-15F
	 	Glassware Washer (Scientek)	 	1253	 	 	1	 
	2-15F
	 	Glass Drying Oven (VWR)	 	1456	 	 	1	 
	2-15F
	 	Autoclave (AMSCO)	 	0077	 	 	1	 
	2-15F
	 	Millipore RO System	 	1668	 	 	1	 
	2-23B
	 	Millipore RO System	 	1050	 	 	1	 
	2-15F
	 	VWR Vented Hood	 	1757	 	 	1	 
	2-17J
	 	NMR	 	 	 	 	1	 
	2- 6E
	 	AVD	 	 	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	1-11B Core Lab
	 	nonaffixed husbandry and	 	 	 	all
	 
	 	laboratory equipment	 	 	 	 	 	 
	Facility
	 	Chambers	 	 	 	all
	Facility
	 	Incubators (all )	 	 	 	all
	Facility
	 	Laboratory Equipment (eg	 	 	 	all
	 
	 	HPLC, Mass Specs, balance,	 	 	 	 	 	 
	 
	 	BSC)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1-14F, 1 - 12F Device Labs
	 	all equipment	 	 	 	all
	2-6G PMF
	 	Equipment, including	 	 	 	all
	 
	 	isolators, mobile carts,	 	 	 	 	 	 
	 
	 	VHP generators, TCU, and	 	 	 	 	 	 
	 
	 	any non affixed equipment	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2-6L PMF Mechanical
	 	any non affixed equipment	 	 	 	all
	 
	 	 	 	 	 	 	 	 
	Furniture
	 	 	 	 	 	 	 	 
	2-26D meeting room
	 	8’ Boat Table and Chairs	 	 	 	all
	2 10W meeting room
	 	All existing furniture	 	 	 	all
	3- 8U meeting room
	 	5’ Round Table and chairs	 	 	 	all
	3 - 26C meeting room
	 	5’ Round Table and Chairs	 	 	 	all












 



G-2


	 	 	 	 	 	 	 	 	 
	Current Location	 	Description	 	EL #	 	Quantity
	2- 10 B coffee station
	 	All existing furniture	 	 	 	all
	1-11U Copy Centre
	 	All existing Furniture	 	 	 	all
	2-8R copy room
	 	All existing Furniture	 	 	 	all
	G-6H Shipping
	 	Benches	 	 	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	Various
	 	Answer Workstations 6x8	 	 	 	 	75	 
	Various
	 	Pedestals	 	 	 	 	75	 
	Various
	 	Chairs	 	 	 	 	75	 
	 
	 	 	 	 	 	 	 	 
	2 - 6 R IT Support Room
	 	All furniture and shelving	 	 	 	All
	 
	 	 	 	 	 	 	 	 
	Various
	 	60 x 30 Grey tables	 	 	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	3-14F archives
	 	Compact shelving	 	 	 	 	1	 
	3- 17 D archives
	 	Compact shelving	 	 	 	 	3	 
	2nd floor, phase 2 1st
	 	Metro, EZ rect Shelving	 	 	 	All
	floor
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Various
	 	Combo Cabinets	 	 	 	 	55	 
	Various
	 	Tear drop tables	 	 	 	 	30	 
	Various
	 	Woolore desks	 	 	 	 	15	 
	Various
	 	DeStijl desks	 	 	 	 	40	 
	Various
	 	Chairs	 	 	 	 	55	 
	Various
	 	Guest Chair	 	 	 	 	80	 
	Various
	 	Pedestals	 	 	 	 	55	 
	Various
	 	File Cabinets 6 drawer	 	 	 	 	20	 
	 
	 	File Cabinets 5 drawer	 	 	 	 	 	 
	Various
	 	(Steelcase)	 	 	 	 	115	 
	Various
	 	Printer stands	 	 	 	 	15	 
	Various
	 	book cases	 	 	 	 	50	 
	Various
	 	2 drawer File cabinets	 	 	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	Executive Furniture
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Various
	 	Krug	 	 	 	 	5	 
	Various
	 	Chairs	 	 	 	 	5	 
	Various
	 	CanCan Chair	 	 	 	 	10	 
	Various
	 	Krug combo cabinet	 	 	 	 	5	 
	3- 12w
	 	CEO Furniture	 	 	 	All
	 
	 	 	 	 	 	 	 	 
	Misc
	 	 	 	 	 	 	 	 
	P1 Shop
	 	Shop Compressor	 	 	 	 	1	 
	P1 Shop
	 	all equipment and supplies	 	 	 	all
	Facility
	 	Rees Monitoring System and associated panels
 and probes	 	0227, 0087	 	 	 	 
	Cafeteria
	 	Cappuccino Machine	 	 	 	 	1	 
	P1 Parkade
	 	Leased BOC Nitrogen Tank	 	 	 	 	1	 












 



G-3


	 	 	 	 	 	 	 	 	 
	Current Location	 	Description	 	EL #	 	Quantity
	Facility
	 	Leased Water Coolers	 	 	 	All
	Facility
	 	Leased photcopiers	 	 	 	All
	Facility
	 	All art	 	 	 	All
	 
	 	 	 	 	 	 	 	 
	Boardroom 3rd Floor
	 	Mesh Back Chairs	 	 	 	 	 	18
	 
	 	Cancan Chairs	 	 	 	 	 	15
	 
	 	 	 	 	 	 	 	 
	South West corner Lot 1
	 	QLT Sign	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Various
	 	miscellaneous, heavily	 	 	 	all
	 
	 	used, non standard and	 	 	 	 	 	 
	 
	 	mismatched furniture	 	 	 	 	 	 
	 
	 	intended for sale at	 	 	 	 	 	 
	 
	 	employee garage sale to	 	 	 	 	 	 
	 
	 	occur prior to close	 	 	 	 	 	 






Those items identified as “excluded” on the nine plans attached to this Schedule





 











 





Plan 1 of 9




Shaded Items Excluded









 









 





Plan 2 of 9




Shaded Items Excluded









 









 





Plan 3 of 9




Shaded Items Excluded









 









 





Plan 4 of 9




Shaded Items Excluded









 









 





Plan 5 of 9




All Furniture and Chattels in Hatched Areas Excluded









 









 





Plan 6 of 9




All Furniture and Chattels in Hatched Areas Excluded









 









 





Plan 7 of 9




All Furniture and Chattels in Hatched Areas Excluded









 









 





Plan 8 of 9




Shaded Items Excluded









 









 





Plan 9 of 9




Shaded Items Excluded










 











 





H-1





SCHEDULE H




QLT LEASE — PRINCIPAL TERMS AND CONDITIONS



The Vendor agrees to lease a portion of the office space within the Building pursuant to Section
4.6. Following is a summary of the general business terms upon which the Vendor will lease
premises within the Building, namely;




	 	 	 
	Tenant:

	 	QLT Inc.
	 
	 	 
	Landlord:

	 	Discovery Parks Holdings Inc. or permitted assignee
	 
	 	 
	Building Address:

	 	887 Great Northern Way, Vancouver BC
	 
	 	 
	Leased Area:

	 	Approximately 44,000 square feet of office and
laboratory space in a location to be agreed upon.
The Tenant will be responsible for all costs
associated with the demise of the Leased Area and
all work shall be completed to City of Vancouver
code requirements.
	 
	 	 
	Term:

	 	Five (5) years
	 
	 	 
	Lease Commencement Date:

	 	Closing Date, with rent commencing on the first
day of the month following the Closing Date.
	 
	 	 
	Renewal Options:

	 	Two options of five (5) years each to be exercised
12 months in advance of the expiry to the Term or
any Renewal thereof. The renewal rent to be based
upon market rent for similar premises and shall
not be less than the rent paid by the Tenant
during the last year of the Term or any renewal
thereof.
	 
	 	 
	Form of Lease:

	 	Net lease
	 
	 	 
	Basic Rental Rate:

	 	$32.50 per square foot / annum
	 
	 	 
	Additional Rent:

	 	Proportionate share plus any additional costs
attributed to the laboratory component of the
Tenant’s tenancy
	 
	 	 
	Parking:

	 	Seventy (70) Stalls at a rental rate of $65.00 per
stall per month. The Tenant may also make
arrangements directly with the other existing
tenant of the Building for the use of a portion of
such other tenant’s parking stalls, with 50% of
the other parking stalls so obtained from such
other tenant then being made available to the
Tenant by the Landlord under the lease at a rental
rate of $65.00 per stall per month.












 



H-2


	 	 	 
	Security Deposit:

	 	The Tenant will provide the Landlord with a
security deposit equal to one (1) month’s Basic
and Additional Rent at the commencement of the
Term. The security deposit will be returned to
the Tenant at the end of the lease.
	 
	 	 
	Rent Deposit:

	 	The Tenant will provide the Landlord with a rent
deposit equal to ten (10) months’ Basic Rent and
estimated Additional Rent at the Closing Date.
The amount of the rent deposit will be reduced by
one-fifth (1/5) of the original amount at the end
of each year of the Term by the application of the
amount of such reduction towards payment of the
Basic Rent and Additional Rent for the
11th, 12th, 23rd,
24th, 35th, 36th,
47th and 48th months, and
with the balance of such deposit to be applied
against Basic Rent and Additional Rent due for the
59th and 60th months of the
Term. For greater certainty, the Tenant shall not
be required to pay Basic Rent and Additional Rent
for such periods for which such rent deposit has
been so applied.
	 
	 	 
	Signage:

	 	Subject to relevant municipal approval, QLT may
continue to display signage currently in place on
the Building and shall be responsible for any
costs associated with maintaining such signage.
	 
	 	 
	Use:

	 	Laboratory and office space
	 
	 	 
	Building Access:

	 	Twenty-four (24) hours per day, seven days a week
	 
	 	 
	Landlord Operations:

	 	The Landlord will operate the Building in a first
class manner.







 











 





THIRD AMENDING AGREEMENT




     THIS AGREEMENT dated for reference July 16, 2008,



BETWEEN:



QLT INC. (“QLT”)

560677 B.C. LTD. (the “Lot F Nominee”)

630321 B.C. LTD. (the “Lot 1 Nominee”)

887 Great Northern Way

Vancouver, British Columbia

V5T 4T5



(the Lot F Nominee and the Lot 1 Nominee are together, the “Nominees”, and QLT and

the Nominees are together, the “Vendors”)




AND:



DISCOVERY PARKS HOLDINGS INC.

910-1111 Melville Street

Vancouver, British Columbia

V6E 3V6



(the “Purchaser”)




     WITNESSES THAT WHEREAS:


A. The Vendors and the Purchaser entered into a Sale and Purchase Agreement dated for reference May
15, 2008, as amended by an Amending Agreement dated for reference July 4, 2008 and as amended and
restated by an Amended and Restated Sale and Purchase Agreement dated for reference July 11, 2008,
for the purchase and sale of certain lands and premises as described therein (collectively, the
“Sale and Purchase Agreement”); and



B. The Vendors and the Purchaser have agreed to amend the Sale and Purchase Agreement in certain
respects as hereinafter provided;




     NOW THEREFORE in consideration of the premises and the covenants and agreements of the parties
hereto as hereinafter set forth, the parties hereby covenant and agreement with each other as
follows:



1. Definitions




     Capitalized words and expressions used in this Agreement that are defined in the Sale and
Purchase Agreement and are not otherwise defined herein, shall have the meanings given to them in
the Sale and Purchase Agreement.



2. Amendments




     The Vendors and the Purchaser agree that with effect on the date of this Agreement, the Sale
and Purchase Agreement is hereby amended as follows:









 



 


-2-






	 	(a)	 	by deleting in Sections 4.6, 9.1(a) and 9.4 of the Sale and Purchase Agreement
the date “July 18, 2008” and in each case substituting therefor the date “July 25,
2008”; and
	 
	 	(b)	 	by deleting in Section 9.1(a.1) of the Sale and Purchase Agreement the date “July
16, 2008” and substituting therefor the date “July 18, 2008”.





3. Sale and Purchase Agreement Confirmed




     The Sale and Purchase Agreement is amended only to the extent provided in this Agreement and
all the provisions of the Sale and Purchase Agreement as amended by this Agreement are confirmed
and are in full force and effect. Without limiting the generality of the foregoing, time is and
shall remain of the essence of the Sale and Purchase Agreement as amended by this Agreement.



4. Counterparts and Facsimile




     This Agreement may be signed in counterparts which, when each party has executed and delivered
a counterpart, shall have the same effect as if the signature on such counterparts were upon the
same instrument. This Agreement or any counterpart of it may be signed by a party and delivered by
facsimile transmission or other form of electronic transmission and if so signed and delivered,
this Agreement or such counterpart shall for all purposes be as effective as if the party had
signed and delivered this Agreement or a counterpart of it bearing an original signature.



5. Enurement




     This Agreement shall enure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns, subject to any terms and conditions respecting assignment
contained in the Sale and Purchase Agreement, which terms and conditions shall apply equally to
this Agreement.



     IN WITNESS WHEREOF the Vendors and the Purchaser have executed this Agreement by their
respective authorized signatories as of the day and year first above written.



	 	 	 	 	 	 	 	 
	QLT INC.

	 	 	560677 B.C. LTD.	 	 	 
	 
	 	 	 	 	 	 	 
	Per: Per:

	 	/s/ Robert L. Butchofsky
	 	Per: Per:
	 	/s/ Robert L. Butchofsky	 
	 

	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	630321 B.C. LTD.

	 	DISCOVERY PARKS HOLDINGS INC.
	 
	 
	 	 	 	 	 	 	 
	Per: Per:

	 	/s/ Robert L. Butchofsky
	 	Per:	/s/ Mark Betteridge	 
	 

	 	 
	 	 	 	 	 






 











 





FOURTH AMENDING AGREEMENT




     THIS AGREEMENT dated for reference July 18, 2008,



BETWEEN:



QLT INC. (“QLT”)

560677 B.C. LTD. (the “Lot F Nominee”)

630321 B.C. LTD. (the “Lot 1 Nominee”)

887 Great Northern Way

Vancouver, British Columbia

V5T 4T5



(the Lot F Nominee and the Lot 1 Nominee are together, the “Nominees”, and QLT and
the Nominees are together, the “Vendors”)




AND:



DISCOVERY PARKS HOLDINGS INC.

910-1111 Melville Street

Vancouver, British Columbia

V6E 3V6



(the “Purchaser”)




     WITNESSES THAT WHEREAS:


A. The Vendors and the Purchaser entered into a Sale and Purchase Agreement dated for reference May
15, 2008, as amended by an Amending Agreement dated for reference July 4, 2008, as amended and
restated by an Amended and Restated Sale and Purchase Agreement dated for reference July 11, 2008,
and as amended by an amending agreement dated for reference July 16, 2008, for the purchase and
sale of certain lands and premises as described therein (collectively, the “Sale and Purchase
Agreement”); and



B. The Vendors and the Purchaser have agreed to amend the Sale and Purchase Agreement in certain
respects as hereinafter provided;




     NOW THEREFORE in consideration of the premises and the covenants and agreements of the parties
hereto as hereinafter set forth, the parties hereby covenant and agreement with each other as
follows:









 



-2-


1. Definitions




     Capitalized words and expressions used in this Agreement that are defined in the Sale and
Purchase Agreement and are not otherwise defined herein, shall have the meanings given to them in
the Sale and Purchase Agreement.



2. Amendments




     The Vendors and the Purchaser agree that with effect on the date of this Agreement, the Sale
and Purchase Agreement is hereby amended by deleting in Section 9.1(a.1) of the Sale and Purchase
Agreement the words “on or before 5:00 p.m. (Vancouver time) on July 18, 2008” and substituting
therefor the words “on or before 12 o’clock noon (Vancouver time) on July 23, 2008”.



3. Sale and Purchase Agreement Confirmed




     The Sale and Purchase Agreement is amended only to the extent provided in this Agreement and
all the provisions of the Sale and Purchase Agreement as amended by this Agreement are confirmed
and are in full force and effect. Without limiting the generality of the foregoing, time is and
shall remain of the essence of the Sale and Purchase Agreement as amended by this Agreement.



4. Counterparts and Facsimile




     This Agreement may be signed in counterparts which, when each party has executed and delivered
a counterpart, shall have the same effect as if the signature on such counterparts were upon the
same instrument. This Agreement or any counterpart of it may be signed by a party and delivered by
facsimile transmission or other form of electronic transmission and if so signed and delivered,
this Agreement or such counterpart shall for all purposes be as effective as if the party had
signed and delivered this Agreement or a counterpart of it bearing an original signature.



5. Enurement




     This Agreement shall enure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns, subject to any terms and conditions respecting assignment
contained in the Sale and Purchase Agreement, which terms and conditions shall apply equally to
this Agreement.









 



-3-


     IN WITNESS WHEREOF the Vendors and the Purchaser have executed this Agreement by their
respective authorized signatories as of the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	QLT INC.	 	 	 	560677 B.C. LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Per:

	 	/s/ Robert L. Butchofsky
	 	 	 	Per:
	 	/s/ Robert L. Butchofsky	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	630321 B.C. LTD.	 	 	 	DISCOVERY PARKS HOLDINGS INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Per:

	 	/s/ Robert L. Butchofsky
	 	 	 	Per:
	 	/s/ Mark Betteridge	 	 
	 

	 	 
	 	 	 	 	 	 	 	 


















 





FIFTH AMENDING AGREEMENT




     THIS AGREEMENT dated for reference July 23, 2008,



BETWEEN:



QLT INC. (“QLT”)

560677 B.C. LTD. (the “Lot F Nominee”)

630321 B.C. LTD. (the “Lot 1 Nominee”)

887 Great Northern Way

Vancouver, British Columbia

V5T 4T5



(the Lot F Nominee and the Lot 1 Nominee are together, the “Nominees”, and QLT and
the Nominees are together, the “Vendors”)




AND:



DISCOVERY PARKS HOLDINGS INC.

910-1111 Melville Street

Vancouver, British Columbia

V6E 3V6



(the “Purchaser”)




     WITNESSES THAT WHEREAS:


A. The Vendors and the Purchaser entered into a Sale and Purchase Agreement dated for reference May
15, 2008, as amended by an Amending Agreement dated for reference July 4, 2008, as amended and
restated by an Amended and Restated Sale and Purchase Agreement dated for reference July 11, 2008,
as amended by an amending agreement dated for reference July 16, 2008, and as amended by an
amending agreement date for reference July 18, 2008, for the purchase and sale of certain lands and
premises as described therein (collectively, the “Sale and Purchase Agreement”); and



B. The Vendors and the Purchaser have agreed to amend the Sale and Purchase Agreement in certain
respects as hereinafter provided;




     NOW THEREFORE in consideration of the premises and the covenants and agreements of the parties
hereto as hereinafter set forth, the parties hereby covenant and agreement with each other as
follows:



1. Definitions




     Capitalized words and expressions used in this Agreement that are defined in the Sale and
Purchase Agreement and are not otherwise defined herein, shall have the meanings given to them in
the Sale and Purchase Agreement.



2. Amendments




     The Vendors and the Purchaser agree that with effect on the date of this Agreement, the Sale
and Purchase Agreement is hereby amended by deleting in Section 9.1(a.1) of the Sale and









 



-2-



Purchase Agreement the words “on or before 12 o’clock noon (Vancouver time) on July 23, 2008” and
substituting therefor the words “on or before 5:00 p.m. (Vancouver time) on July 25, 2008”.



3. Sale and Purchase Agreement Confirmed




     The Sale and Purchase Agreement is amended only to the extent provided in this Agreement and
all the provisions of the Sale and Purchase Agreement as amended by this Agreement are confirmed
and are in full force and effect. Without limiting the generality of the foregoing, time is and
shall remain of the essence of the Sale and Purchase Agreement as amended by this Agreement.



4. Counterparts and Facsimile




     This Agreement may be signed in counterparts which, when each party has executed and delivered
a counterpart, shall have the same effect as if the signature on such counterparts were upon the
same instrument. This Agreement or any counterpart of it may be signed by a party and delivered by
facsimile transmission or other form of electronic transmission and if so signed and delivered,
this Agreement or such counterpart shall for all purposes be as effective as if the party had
signed and delivered this Agreement or a counterpart of it bearing an original signature.



5. Enurement




     This Agreement shall enure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns, subject to any terms and conditions respecting assignment
contained in the Sale and Purchase Agreement, which terms and conditions shall apply equally to
this Agreement.



     IN WITNESS WHEREOF the Vendors and the Purchaser have executed this Agreement by their
respective authorized signatories as of the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	QLT INC.	 	 	 	560677 B.C. LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Per:

	 	/s/ Robert L. Butchofsky
	 	 	 	Per:
	 	/s/ Robert L. Butchofsky
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	630321 B.C. LTD.	 	 	 	DISCOVERY PARKS HOLDINGS INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Per:

	 	s/ Robert L. Butchofsky
	 	 	 	Per:
	 	/s/ Mark Betteridge	 	 
	 

	 	 
	 	 	 	 	 	 	 	 


















 





SIXTH AMENDING AGREEMENT




     THIS AGREEMENT dated for reference July 25, 2008,


BETWEEN:



QLT INC. (“QLT”)

560677 B.C. LTD. (the “Lot F Nominee”)

630321 B.C. LTD. (the “Lot 1 Nominee”)

887 Great Northern Way

Vancouver, British Columbia

V5T 4T5





(the Lot F Nominee and the Lot 1 Nominee are together, the “Nominees”, and QLT and
the Nominees are together, the “Vendors”)


AND:



DISCOVERY PARKS HOLDINGS INC.

910-1111 Melville Street

Vancouver, British Columbia

V6E 3V6



(the “Purchaser”)




     WITNESSES THAT WHEREAS:


A. The Vendors and the Purchaser entered into a Sale and Purchase Agreement dated for reference May
15, 2008, as amended by an Amending Agreement dated for reference July 4, 2008, as amended and
restated by an Amended and Restated Sale and Purchase Agreement dated for reference July 11, 2008,
as amended by amending agreements dated for reference July 16, 2008, July 18, 2008 and July 23,
2008, for the purchase and sale of certain lands and premises as described therein (collectively,
the “Sale and Purchase Agreement”); and



B. The Vendors and the Purchaser have agreed to amend the Sale and Purchase Agreement in certain
respects as hereinafter provided;




     NOW THEREFORE in consideration of the premises and the covenants and agreements of the parties
hereto as hereinafter set forth, the parties hereby covenant and agreement with each other as
follows:



1. Definitions




     Capitalized words and expressions used in this Agreement that are defined in the Sale and
Purchase Agreement and are not otherwise defined herein, shall have the meanings given to them in
the Sale and Purchase Agreement.



2. Amendments




     The Vendors and the Purchaser agree that with effect on the date of this Agreement, the Sale
and Purchase Agreement is hereby amended as follows:



 









 





-2-



	 	(a)	 	by deleting in Sections 4.6, 9.1(a) and 9.4 of the Sale and Purchase Agreement
the date “July 25, 2008” and in each case substituting therefor the date “July 30,
2008”; and
	 
	 	(b)	 	by deleting in Section 9.1(a.1) of the Sale and Purchase Agreement the date
“July 25, 2008” and substituting therefor the date “July 30, 2008”.





3. Sale and Purchase Agreement Confirmed




     The Sale and Purchase Agreement is amended only to the extent provided in this Agreement and
all the provisions of the Sale and Purchase Agreement as amended by this Agreement are confirmed
and are in full force and effect. Without limiting the generality of the foregoing, time is and
shall remain of the essence of the Sale and Purchase Agreement as amended by this Agreement.



4. Counterparts and Facsimile




     This Agreement may be signed in counterparts which, when each party has executed and delivered
a counterpart, shall have the same effect as if the signature on such counterparts were upon the
same instrument. This Agreement or any counterpart of it may be signed by a party and delivered by
facsimile transmission or other form of electronic transmission and if so signed and delivered,
this Agreement or such counterpart shall for all purposes be as effective as if the party had
signed and delivered this Agreement or a counterpart of it bearing an original signature.



5. Enurement




     This Agreement shall enure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns, subject to any terms and conditions respecting assignment
contained in the Sale and Purchase Agreement, which terms and conditions shall apply equally to
this Agreement.



     IN WITNESS WHEREOF the Vendors and the Purchaser have executed this Agreement by their
respective authorized signatories as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	QLT INC.	 	560677 B.C. LTD.	 	 
	 
	 	 	 	 	 	 	 	 
	Per:

	 	/s/ Robert L. Butchofsky
	 	Per:
	 	/s/ Robert L. Butchofsky	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	630321 B.C. LTD.	 	DISCOVERY PARKS HOLDINGS INC.	 	 
	 
	 	 	 	 	 	 	 	 
	Per:

	 	/s/ Robert L. Butchofsky
	 	Per:
	 	/s/ Mark Betteridge	 	 
	 

	 	 
	 	 	 	 	 	 
















 





801 & 887 GREAT NORTHERN WAY




SECOND AMENDED AND RESTATED

SALE AND PURCHASE AGREEMENT




BETWEEN




QLT INC.

560677 B.C. LTD.

630321 B.C. LTD.




AND




DISCOVERY PARKS HOLDINGS INC.




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Article 1 Interpretation	 	 	2	 
	1.1
	 	Definitions	 	 	2	 
	1.2
	 	General Principles	 	 	6	 
	1.3
	 	Schedules	 	 	7	 
	 
	 	 	 	 	 	 
	Article 2 Purchase and Sale	 	 	8	 
	2.1
	 	Agreement of Purchase and Sale	 	 	8	 
	2.2
	 	Payment of Purchase Price	 	 	8	 
	2.3
	 	Deposit	 	 	8	 
	2.4
	 	Allocation of Purchase Price	 	 	9	 
	2.5
	 	QLT Security	 	 	9	 
	 
	 	 	 	 	 	 
	Article 3 Documents, Inspection and Confidentiality	 	 	10	 
	3.1
	 	Project Documents	 	 	10	 
	3.2
	 	Confidentiality	 	 	10	 
	3.3
	 	Inspection	 	 	10	 
	3.4
	 	Authorization	 	 	11	 
	 
	 	 	 	 	 	 
	Article 4 General Covenants	 	 	11	 
	4.1
	 	Covenants of the Vendors	 	 	11	 
	4.2
	 	Leasing Activity	 	 	12	 
	4.3
	 	Estoppel Certificates	 	 	12	 
	4.4
	 	Approved Service Contracts	 	 	13	 
	4.5
	 	QLT Security Documents	 	 	13	 
	4.6
	 	QLT Lease	 	 	13	 
	4.7
	 	First Mortgage Financing	 	 	13	 
	 
	 	 	 	 	 	 
	Article 5 Risk	 	 	13	 
	5.1
	 	Risk and Purchaser’s Election	 	 	13	 
	5.2
	 	Insurance Proceeds	 	 	14	 
	 
	 	 	 	 	 	 
	Article 6 Adjustments and Related Matters	 	 	14	 
	6.1
	 	Adjustments	 	 	14	 
	6.2
	 	Further Adjustments	 	 	15	 
	6.3
	 	Adjustment Determination	 	 	15	 
	6.4
	 	Tenant Inducements and Rent-Free Periods	 	 	16	 
	 
	 	 	 	 	 	 
	Article 7 Possession	 	 	16	 
	7.1
	 	Possession	 	 	16	 
	 
	 	 	 	 	 	 
	Article 8 Representations and Warranties	 	 	16	 
	8.1
	 	Vendors’ Representations and Warranties	 	 	16	 
	8.2
	 	Survival of Warranties and Representations	 	 	21	 
	8.3
	 	As Is, Where Is	 	 	21	 
	8.4
	 	Purchaser’s Representations and Warranties	 	 	21	 






 









 





-ii-



	 	 	 	 	 	 	 
	Article 9 Conditions Precedent	 	 	22	 
	9.1
	 	Purchaser’s Conditions Precedent	 	 	22	 
	9.2
	 	Purchaser’s Closing Conditions	 	 	23	 
	9.3
	 	Satisfaction of Conditions Precedent	 	 	23	 
	9.4
	 	Vendors’ Condition Precedent	 	 	23	 
	9.5
	 	Vendors’ Closing Conditions	 	 	24	 
	9.6
	 	Nature of Conditions	 	 	24	 
	 
	 	 	 	 	 	 
	Article 10 Closing	 	 	25	 
	10.1
	 	Closing	 	 	25	 
	10.2
	 	Vendors’ Closing Documents	 	 	25	 
	10.3
	 	Purchaser’s Closing Documents	 	 	27	 
	10.4
	 	Form of Documents	 	 	28	 
	10.5
	 	Payment in Trust	 	 	28	 
	10.6
	 	Registration	 	 	28	 
	10.7
	 	Closing	 	 	29	 
	10.8
	 	Concurrent Requirements	 	 	29	 
	10.9
	 	Discharge of Encumbrances	 	 	30	 
	10.10
	 	Delivery of Project Documents	 	 	30	 
	10.11
	 	Goods and Services and Social Services Tax	 	 	30	 
	10.12
	 	Purchaser Financing	 	 	31	 
	 
	 	 	 	 	 	 
	Article 11 General	 	 	31	 
	11.1
	 	Further Assurances	 	 	31	 
	11.2
	 	Survival	 	 	31	 
	11.3
	 	Entire Agreement	 	 	31	 
	11.4
	 	Notices	 	 	32	 
	11.5
	 	Fees	 	 	33	 
	11.6
	 	Real Estate Commissions	 	 	33	 
	11.7
	 	Time	 	 	33	 
	11.8
	 	Tender	 	 	33	 
	11.9
	 	Assignment	 	 	34	 
	11.10
	 	Enurement	 	 	35	 
	11.11
	 	Counterparts	 	 	35	 
	11.12
	 	Execution	 	 	35	 
	11.13
	 	Amendment and Restatement	 	 	35	 
	11.14
	 	Conditions Precedent	 	 	35	 
	 
	 	 	 	 	 	 
	SCHEDULE A
	 	ASSIGNMENT OF APPROVED SERVICE CONTRACTS	 	 	A-1	 
	SCHEDULE B
	 	ASSIGNMENT OF LEASES	 	 	B-1	 
	SCHEDULE C
	 	LANDS AND REGISTERED CHARGES	 	 	C-1	 
	SCHEDULE D
	 	ESTOPPEL CERTIFICATE	 	 	D-1	 
	SCHEDULE E
	 	PROJECT DOCUMENTS	 	 	E-1	 
	SCHEDULE F
	 	NOT USED	 	 	F-1	 
	SCHEDULE G
	 	EXCLUDED ASSETS	 	 	G-1	 


















 





SECOND AMENDED AND RESTATED

SALE AND PURCHASE AGREEMENT



THIS AGREEMENT is an amendment and restatement of the Sale and Purchase Agreement between the
parties hereto dated for reference May 15, 2008 as amended by an Amending Agreement dated for
reference July 4, 2008, as amended and restated by an Amended and Restated Sale and Purchase
Agreement dated for reference July 11, 2008, and as amended by amending agreements dated for
reference July 16, 2008, July 18, 2008, July 23, 2008 and July 25, 2008, and is dated for reference
and to take effect as of July 30, 2008.




BETWEEN:





QLT INC. (“QLT”)

560677 B.C. LTD. (the “Lot F Nominee”)

630321 B.C. LTD. (the “Lot 1 Nominee”)

887 Great Northern Way

Vancouver, British Columbia

V5T 4T5




(the Lot F Nominee and the Lot 1 Nominee are together, the “Nominees”, and QLT and
the Nominees are together, the “Vendors”)


AND:





DISCOVERY PARKS HOLDINGS INC.

910-1111 Melville Street

Vancouver, British Columbia

V6E 3V6




(the “Purchaser”)



     WITNESSES THAT WHEREAS:



A. QLT is the sole beneficial owner and the Lot F Nominee is the registered owner of the Lot F
Property;



B. QLT is the sole beneficial owner and the Lot 1 Nominee is the registered owner of the Lot 1
Property; and



C. QLT has agreed to sell and the Purchaser has agreed to purchase the Purchased Assets, upon and
subject to the terms and conditions set forth in this Agreement;



D. For the foregoing purposes, the Vendors and the Purchaser entered into a Sale and Purchase
Agreement dated for reference May 15, 2008, as amended by an Amending Agreement dated for reference
July 4, 2008, as amended and restated by an Amended and Restated Sale and Purchase Agreement dated
for reference July 11, 2008, and as amended by amending agreements dated for reference July 16,
2008, July 18, 2008, July 23, 2008 and July 25, 2008 (collectively, the “Original Sale and Purchase
Agreement”); and










 



-2-



E. The Vendors and the Purchaser have agreed to amend and restate the Original Sale and Purchase
Agreement in certain respects as hereinafter provided;




     NOW THEREFORE in consideration of the premises and other good and valuable consideration given
by each of the parties hereto to each of the others (the receipt and sufficiency of which are
hereby acknowledged by each of them), the parties hereto covenant and agree as follows:



ARTICLE 1

INTERPRETATION




1.1 Definitions




     In this Agreement:




“Approved Financial Institution” means any one of the five largest (by assets) Canadian
Schedule I Chartered Banks or HSBC Bank Canada, as selected by the Purchaser;




“Approved Service Contracts” means:




	 	(a)	 	Natural Gas Supply and Management Services Agreement dated May 1, 2003 among
QLT and Direct Energy Marketing Limited;
	 
	 	(b)	 	HVAC Service Agreement dated December 17, 2007 among QLT and Trane British
Columbia; and
	 
	 	(c)	 	those of the remaining Service Contracts that the Purchaser has approved in
writing on or before the date set out in Section 9.1(b) for satisfaction or waiver of
the condition referred to in Section 9.1(b);






“Assignment of Approved Service Contracts” means an assignment substantially in the form
attached as Schedule A hereto with the blanks completed as appropriate;




“Assignment of Leases” means an assignment substantially in the form attached as Schedule B
hereto with the blanks completed as appropriate;




“Building” means all buildings and other improvements on the Lot F Property including
without limitation all plant, appurtenances, fixtures (including fixed machinery and fixed
equipment), structures and Mechanical Systems situate in or on or forming part of such lands
or of such buildings or other improvements, but excluding the Excluded Assets;




“Business Day” means a day which is not a Saturday, Sunday or statutory holiday (as defined
in the Employment Standards Act (British Columbia)) in Vancouver, British Columbia;




“Closing Date” means the 29th day of August, 2008;




“Competition Act” means the Competition Act (Canada);




“Declarations of Trust” means, together:









 



-3-



	 	(a)	 	the declaration of trust in respect of the Lot F Property made on December 3,
1998 between the Lot F Nominee and QLT (the “Lot F Declaration of Trust”); and
	 
	 	(b)	 	the declaration of trust in respect of the Lot 1 Property made on August 29,
2001 between the Lot 1 Nominee and QLT (the “Lot 1 Declaration of Trust”);






“Deposit” means the deposit referred to in Section 2.2(a);




“Development Permit” means the development permit for the Lot 1 Property issued by the City
of Vancouver numbered DE 407227;




“Environment” means all components of the earth including, without limitation, all layers of
the atmosphere, air, land, soil, water, organic or inorganic matter and living organisms,
and the interacting natural systems that include the components referred to in this
definition;




“Environmental Laws” means all Laws relating, in whole or in part, to the enhancement or
protection of the Environment, occupational safety, product liability, public health, public
safety and the transportation of dangerous goods;




“Estoppel Certificate” means a certificate substantially in the form set out in Schedule D
hereto or in any other form or forms which may be required under the terms of any of the
Leases;




“Excluded Assets” means the fixtures, equipment and chattels described in Schedule G hereto,
and the leasehold improvements, trade fixtures and chattels and personal property of Tenants
under Leases;




“GST” has the meaning given in Section 10.11;




“GST Certificate” has the meaning given in Section 10.11;




“Hazardous Waste” means “hazardous waste” as defined in the Environmental Management Act
(British Columbia) and in the Hazardous Waste Regulation under the Environmental Management
Act;




“Included Chattels” means all goods, equipment and chattels located in the Building, but
excluding the Excluded Assets;




“Laws” means all constitutions, treaties, laws, statutes, codes, ordinances, orders,
decrees, rules, regulations and municipal bylaws, whether domestic, foreign or
international, any judgments, orders, writs, injunctions, decisions, rulings, decrees, and
awards of any governmental authority, and any policies, voluntary restraints, practices or
guidelines of any governmental authority and including, without limitation, any principals
of common law and equity;




“Leases” means all leases, agreements to lease, licences and other rights in existence on
the date of this Agreement, either written or oral, copies or details of which are delivered
to the Purchaser as part of the Project Documents, together with any further leases,
agreements to lease and licences entered into by the Vendors or either of them in accordance
with Section 4.2;









 



-4-



“Lot F Property” means the lands and premises located at 887 Great Northern Way, Vancouver,
British Columbia and legally described in Schedule C hereto, but excluding the Excluded
Assets;




“Lot 1 Property” means the lands and premises located at 801 Great Northern Way, Vancouver,
British Columbia, legally described in Schedule C hereto, but excluding the Excluded Assets;




“LTO” means the Land Title Office at New Westminster, British Columbia;




“Mechanical Systems” means all systems within the Lot F Property of a mechanical nature
including without limitation all heating, plumbing, electrical, ventilation, drainage,
elevators or other mechanical lifting devices and air conditioning systems, but excluding
the Excluded Assets;




“Notice” means any claim, citation, directive, litigation, investigation, letter or other
communication, written or oral, actual or threatened, from any person;




“Permitted Encumbrances” means:




	 	(a)	 	the encumbrances in respect of each of the Lot F Property and the Lot 1
Property described in Schedule C hereto;
	 
	 	(b)	 	the Leases;
	 
	 	(c)	 	any leases or agreements to lease, or modifications or extensions to Leases
entered into by the Vendors or any of them in accordance with Section 4.2;
	 
	 	(d)	 	the QLT Lease to be entered into in accordance with Section 4.6;
	 
	 	(e)	 	the rights reserved to or vested in or deemed to be reserved to or vested in
any governmental or public authority pursuant to any Crown Grants(s) applicable to the
Lot F Property or the Lot 1 Property or pursuant to any applicable statutory
provisions; and
	 
	 	(f)	 	any other liens, charges or encumbrances expressly permitted in writing by the
Purchaser including any security and financing instruments and agreements granted or
entered into by either or both of the Nominees at the request of the Purchaser in
connection with any financing arranged by the Purchaser to finance the purchase of the
Purchased Assets or any of them;






“Project Documents” means all information in the Vendors’ control or possession, that would
be normally provided in a transaction of the nature contemplated herein, including the
information contemplated in Schedule E attached hereto to the extent the same is in the
Vendors’ control or possession;




“Properties” means the Lot F Property, the Building and the Lot 1 Property, but excluding
the Excluded Assets;









 



-5-



“Purchase Price” means the sum of Sixty-Five Million Five Hundred Thousand Canadian dollars
($65,500,000.00), which is exclusive of any applicable goods and services taxes, provincial
sales taxes and provincial social services taxes;




“Purchased Assets” means:




	 	(a)	 	the beneficial interest of QLT in the Properties;
	 
	 	(b)	 	the Shares;
	 
	 	(c)	 	the Included Chattels;
	 
	 	(d)	 	the beneficial interest of QLT in the Mechanical Systems;
	 
	 	(e)	 	the interest of QLT in the Leases;
	 
	 	(f)	 	the interest of QLT in the Approved Service Contracts; and
	 
	 	(g)	 	the interest of QLT in the Project Documents (including the Development Permit)
to the extent transferrable;






but excludes the Excluded Assets;




“Purchaser’s Solicitors” means Fraser Milner Casgrain LLP;




“QLT Lease” has the meaning given in Section 4.6;




“QLT Mortgage” has the meaning given in subsection (i) of the definition of QLT Security
Documents;




“QLT Security Documents” means:




	 	(a)	 	a mortgage of the Lot F Property (including the Building) and the Lot 1
Property, granted by the Nominees as the registered owners in favour of QLT, in the
principal amount of $12,000,000.00 bearing interest at the rate of 6.5% per annum
calculated and payable monthly and having a term of two (2) years from the Closing
Date, including an assignment of rents (such mortgage and assignment of rents being
herein together called the “QLT Mortgage”);
	 
	 	(b)	 	a Beneficiary Authorization and Charge granted by the Purchaser as beneficial
owner of the Lot F Property (including the Building) and the Lot 1 Property, among
other things mortgaging and charging all the estate, right, title and interest of the
Purchaser in and to the Lot F Property (including the Building) and the Lot 1 Property
in favour of QLT, as security for the principal amount, interest and all other amounts
that may at any time be or become owing to QLT under the QLT Mortgage;
	 
	 	(c)	 	a general security agreement granted by the Lot F Nominee and the Purchaser
granting to QLT a security interest in all present and after acquired personal property
of the Lot F Nominee located at the Lot F Property and all present and after acquired
personal property of the Purchaser located at the Lot F Property; and










 



-6-


	 	(d)	 	all such certified copies of resolutions, certificates and other documents as
QLT may reasonably require in connection with the documents referred to in subsections
(a), (b) and (c) of this definition including, without limitation:






	 	(i)	 	a certified copy of a declaration of trust by which the Lot F
Nominee as registered owner of the Lot F Property (including the Building)
holds the Lot F Property (including the Building) in trust as bare trustee for
the Purchaser;
	 
	 	(ii)	 	a certified copy of a declaration of trust by which the Lot 1
Nominee as registered owner of the Lot 1 Property holds the Lot 1 Property in
trust as bare trustee for the Purchaser;
	 
	 	(iii)	 	an opinion of the Purchaser’s Solicitors addressed to QLT and
the Vendors’ Solicitors as to the corporate status, power and capacity of the
Nominees and the Purchaser and as to the due authorization, execution and
delivery of all the other QLT Security Documents;






“Service Contracts” means all service contracts and agreements to enter into service
contracts together with all modifications, extensions, renewals, and assignments thereof,
both written and oral, made by or on behalf of QLT relating to the management, servicing,
repair and cleaning of the Lot F Property, Building or Included Chattels or the furnishing
of supplies or services thereto;




“Shares” means all of the issued and outstanding shares in the capital stock of each of the
Nominees;




“Short Form QLT Lease” has the meaning given in Section 4.6;




“Tenants” means the tenants and licensees under the Leases; and




“Vendors’ Solicitors” means Farris, Vaughan, Wills & Murphy LLP.



1.2 General Principles




     For the purposes of this Agreement:




	 	(a)	 	“this Agreement” means this Agreement, including the Schedules hereto, as the
same may be supplemented or amended and in effect from time to time;
	 
	 	(b)	 	except as otherwise expressly provided in this Agreement, any reference in this
Agreement to an Article, a Section, paragraph, subparagraph or Schedule is a reference
to the appropriate Article, Section, paragraph, subparagraph or Schedule in or to this
Agreement;
	 
	 	(c)	 	if any provision of this Agreement or any part hereof is found or determined to
be invalid it will be severable and severed from this Agreement and the remainder of
this Agreement will be construed as if such invalid provision or part had been deleted
from this Agreement;










 



-7-


	 	(d)	 	this Agreement and all matters arising hereunder will be governed by and
construed in accordance with the laws of British Columbia, which will be deemed to be
the proper law hereof, and the courts of British Columbia will have the non-exclusive
jurisdiction to entertain and determine all claims and disputes arising out of or in
any way connected with this Agreement (subject to any arbitration provisions hereof)
and the validity, existence and enforceability hereof;
	 
	 	(e)	 	the headings used in this Agreement are for convenience only and do not form
part of this Agreement and shall not in any way affect, limit, amplify or modify the
terms hereof or the interpretation, scope or intent thereof;
	 
	 	(f)	 	the words “herein”, “hereof” and “hereunder” and words of similar import refer
to this Agreement as a whole and not to any particular Article, Section, paragraph,
subparagraph or other subdivision or Schedule hereof;
	 
	 	(g)	 	the word “including”, when following any general statement, term or matter,
will not be construed to limit such general statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items or
matters, but will be construed to refer to all other items or matters that could
reasonably fall within the scope of such general statement, term or matter, whether or
not non-limiting language (such as “without limitation”, “but not limited to” or words
of similar import) is used with reference thereto;
	 
	 	(h)	 	words importing the masculine gender include the feminine or neuter gender and
words in the singular include the plural, and vice versa;
	 
	 	(i)	 	any reference to a statute includes and is a reference to such statute and to
the regulations made pursuant thereto, with all amendments made thereto and in force
from time to time, and to any statutes or any regulations that may be passed which have
the effect of supplementing or superseding such statutes or regulations;
	 
	 	(j)	 	all references to monetary amounts in this Agreement are references to Canadian
dollars;
	 
	 	(k)	 	any action to be taken pursuant to this Agreement on a day that is not a
Business Day shall be taken on the next succeeding Business Day; and
	 
	 	(l)	 	if any party to this Agreement is comprised of more than one legal entity all
of the obligations and liabilities of that party shall be the joint and several
obligations and liabilities of each legal entity comprising such party.





1.3 Schedules




     The following are the Schedules to this Agreement each of which is an integral part hereof:









 



-8-



Schedule A            Assignment of Approved Service Contracts




Schedule B            Assignment of Leases




Schedule C            Lands and Registered Charges




Schedule D            Estoppel Certificate




Schedule E            Project Documents




Schedule F            NOT USED




Schedule G            Excluded Assets



ARTICLE 2

PURCHASE AND SALE




2.1 Agreement of Purchase and Sale




     Subject to the terms and conditions of this Agreement and based on the warranties and
representations herein contained, QLT agrees to sell and the Purchaser agrees to purchase the
Purchased Assets on the Closing Date for the Purchase Price.



2.2 Payment of Purchase Price




     The Purchaser shall pay the Purchase Price for the Purchased Assets as follows:




	 	(a)	 	by way of a deposit of Two Million Canadian Dollars ($2,000,000.00) paid to the
Vendors’ Solicitors as follows:






	 	(i)	 	the sum of Seven Hundred and Fifty Thousand Canadian Dollars
($750,000.00) by payment of such amount within two (2) Business Days after the
date of execution and delivery of this Agreement by both parties; and
	 
	 	(ii)	 	the sum of One Million Two Hundred and Fifty Thousand Canadian
Dollars ($1,250,000.00) by payment of such amount on the date the condition
referred to in Section 9.1(b) has been satisfied or waived by the Purchaser;






and if the Purchaser defaults in paying when due all or any part of such deposit
then, at the option of the Vendors, the Vendors shall have no further obligations
under this Agreement and the Deposit and all interest thereon shall be paid to QLT
pursuant to Section 2.3(d);




	 	(b)	 	by way of vendor financing secured by the QLT Security Documents to be granted
by the Purchaser and the Nominees in favour of QLT on the Closing Date, the sum of
Twelve Million Canadian Dollars ($12,000,000.00); and
	 
	 	(c)	 	by payment of the balance of the Purchase Price to QLT on the Closing Date as
provided in Article 10 and, if applicable, Section 11.8.





2.3 Deposit




     The Vendors’ Solicitors shall hold the Deposit as a stakeholder and shall deposit each
instalment of the Deposit in an Approved Financial Institution in an interest bearing trust account
forthwith following receipt thereof and shall pay the Deposit and such interest as may be paid
thereon by the Approved Financial Institution only as directed in writing by the Vendors and the









 



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Purchaser or their respective solicitors or as directed by a court of competent jurisdiction.
The Vendors and the Purchaser agree that the Deposit and such interest as may be paid thereon by
the Approved Financial Institution shall be paid as follows (subject to any applicable withholding
tax):




	 	(a)	 	to QLT on account of the Purchase Price contemporaneously with the completion
of the transactions contemplated by this Agreement, with all interest paid to the
Purchaser;
	 
	 	(b)	 	to the Purchaser together with all interest if any of the conditions referred
to in Section 9.1 or Section 9.4 are neither satisfied nor waived within the time
provided, without prejudice to any other rights of the parties under this Agreement, or
if the Purchaser elects not to complete the purchase pursuant to Section 5.1;
	 
	 	(c)	 	to the Purchaser together with all interest if the transactions contemplated by
this Agreement are not completed by reason of any of the conditions referred to in
Section 9.2 being neither satisfied nor waived or by reason of QLT’s default hereunder,
but without prejudice to any other rights of the Purchaser under or pursuant to this
Agreement; and
	 
	 	(d)	 	to QLT together with all interest if the transactions contemplated by this
Agreement are not completed by reason of any of the conditions referred to in Section
9.5 being neither satisfied nor waived or by reason of the Purchaser’s default
hereunder, such payment being on account of QLT’s damages, but without prejudice to any
other rights of QLT under or pursuant to this Agreement.





2.4 Allocation of Purchase Price




     QLT and the Purchaser acknowledge and agree that the Purchase Price will be allocated among
the Purchased Assets as follows:



	 	 	 	 	 	 	 	 	 
	Lot F Property (land only)
	 	 	—	 	 	$	8,832,000.00	 
	Building
(includes Mechanical Systems
fixtures, Leases and Approved
Service Contracts) 
	 	 	—	 	 	$	45,331,383.00	 
	

	 	 	 	 	 	 	 	 
	
Lot 1 Property
	 	 	—	 	 	$	10,840,000.00	 
	Included Chattels
	 	 	—	 	 	$	496,614.00	 
	Shares — Lot F Nominee
	 	 	—	 	 	$	1.00	 
	— Lot 1 Nominee
	 	 	—	 	 	$	1.00	 
	Project Documents
	 	 	—	 	 	$	1.00.	 






2.5 QLT Security




     As security for payment of the portion of the Purchase Price referred to in Section 2.2(b),
the Purchaser and the Nominees shall grant to QLT on the Closing Date the QLT Security Documents.
The Purchaser covenants that on registration of the QLT Mortgage in the LTO as contemplated by
Section 10.6, the QLT Mortgage shall be registered against title to the Lot F Property and the Lot
1 Property as follows:









 



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	 	(a)	 	in the case of the Lot F Property, subject only to Permitted Encumbrances and
first mortgage financing of the Purchaser not to exceed $33,000,000.00 in principal
amount; and
	 
	 	(b)	 	in the case of the Lot 1 Property, subject only to Permitted Encumbrances and
first mortgage financing of the Purchaser not to exceed $5,500,000.00 in principal
amount.





ARTICLE 3

DOCUMENTS, INSPECTION AND CONFIDENTIALITY




3.1 Project Documents





	 	(a)	 	The Vendors shall, within three (3) Business Days after the date of execution
of this Agreement by both parties, deliver to the Purchaser or make available for the
inspection of the Purchaser, as the case may be, as set out in Schedule E, all Project
Documents or true and complete copies thereof (to the extent that the Vendors have not
already provided copies of such material to the Purchaser). Thereafter, the Vendors
shall forthwith deliver to the Purchaser all such further information respecting the
Project Documents or the Properties that is reasonably requested by the Purchaser and
is within the control or possession of the Vendors.
	 
	 	(b)	 	The Purchaser acknowledges and agrees that the Vendors shall not have any
liability for any errors, omissions or inaccuracies in any of the Project Documents
that are studies, reports or other documents prepared by third parties, except to the
extent of any express representation, warranty, covenant or agreement of the Vendors
contained in this Agreement and subject to Section 8.2.





3.2 Confidentiality




     Each party agrees to cause its respective directors, officers, employees, agents and advisors
to keep in strict confidence this Agreement (and, in the case of the Purchaser only, all
information with respect to the Properties including the Project Documents) until such time as the
transactions contemplated by this Agreement are completed, unless otherwise required by law,
including applicable securities laws and/or the rules and policies of any applicable stock
exchange. If the transactions contemplated by this Agreement are not completed for any reason,
this obligation of the parties shall continue and all materials delivered by the Vendors to the
Purchaser hereunder shall, upon request, forthwith be returned to the Vendors by the Purchaser.
Each party, without limiting its obligations hereunder, may disclose this information, on a
strictly confidential basis, to its respective professional advisers, consultants and, in the case
of the Purchaser, any lenders and/or co-investors proposing to finance and/or invest in the
acquisition of the Purchased Assets.



3.3 Inspection




     The Purchaser and its advisors shall be entitled, upon reasonable notice to the Vendors and in
accordance with the Vendors’ reasonable requirements as to security, to enter the Properties and
the Building (subject to the rights of Tenants) and to carry out investigations, tests and studies
of the Properties, the Building and the Mechanical Systems. The Purchaser agrees to and shall
indemnify and hold harmless the Vendors and each of them from any and all costs, expenses,
liability, injury, loss or damage arising out of such entry or any acts, investigations or tests
carried out on the Properties pursuant thereto. In carrying out such investigations, tests and
studies, the









 



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Purchaser shall use all reasonable efforts not to disrupt or unduly interfere with the
business or operations of QLT or Tenants carried on within the Properties.



3.4 Authorization




     The Vendors hereby expressly authorize the Purchaser and its agents, consultants and advisors
to meet with or correspond with the appropriate statutory or governmental authorities for the
purpose of verifying the accuracy of the warranties and representations contained in this
Agreement, including but not limited to compliance with laws, bylaws, regulations and assessments.
The Vendors will promptly at the Purchaser’s request execute and deliver any authorizations
reasonably required by the Purchaser to authorize the statutory or governmental authorities to
release such information to the Purchaser.



ARTICLE 4

GENERAL COVENANTS




4.1 Covenants of the Vendors




     The Vendors shall:




	 	(a)	 	from and after the date of this Agreement to the Closing Date, maintain the
Properties in their present condition, reasonable wear and tear excepted, and, subject
to Article 5, do or cause to be done all necessary repairs and maintenance as required
to effect same, take all reasonable care to protect and safeguard the Properties, and
operate and otherwise deal with the Properties as a careful and prudent owner would do
and in such a manner that the warranties and representations in Section 8.1 remain true
and correct in all material respects; provided that the Vendors shall not be obliged to
make capital repairs to the Properties except in case of emergency;
	 
	 	(b)	 	maintain in full force and effect the existing insurance coverage in respect of
the Properties until the Closing Date;
	 
	 	(c)	 	observe and perform all of the landlord’s obligations under the Leases and
diligently enforce all of the landlord’s rights and remedies thereunder;
	 
	 	(d)	 	take or cause to be taken all proper steps and actions and corporate
proceedings to enable QLT to vest a good and marketable title to the Purchased Assets
in the Purchaser free and clear of all liens, encumbrances, defects in title, equities
or claims of every nature and kind except for Permitted Encumbrances and to enable QLT
to carry out the sale of the Purchased Assets and the Vendors to execute and deliver
this Agreement as valid and binding obligations of the Vendors;
	 
	 	(e)	 	maintain in all material respects present levels of consumable supplies and
spare parts in the Building until the Closing Date;
	 
	 	(f)	 	pay, on or before the due date, all municipal taxes, local improvement taxes,
rates, levies and assessments of every nature or kind with respect to the Properties
for the 2008 calendar year that become due and payable before the Closing Date; and










 



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	 	(g)	 	as of the Closing Date, cancel or terminate at its expense all Service
Contracts other than Approved Service Contracts.





4.2 Leasing Activity





	 	(a)	 	The Purchaser agrees that in the period following the date of execution of this
Agreement by both parties and up to the date for satisfaction or waiver of the
condition referred to in Section 9.1(b), the Vendors may carry on their leasing program
for the Lot F Property and the Building. The Vendors agree that they will not enter
into any binding commitments with Tenants or prospective tenants for the Lot F Property
and the Building or any material modification of any Lease during such period without
first providing the Purchaser with a copy of any such proposed binding commitment or
material modification.
	 
	 	(b)	 	If the transactions contemplated by this Agreement are completed, the Purchaser
will assume all such commitments from and after the Closing Date and will fully perform
the obligations of the Vendors pursuant to such commitments, including honouring
obligations to provide any tenant inducements to the Tenants or prospective tenants of
the Lot F Property and the Building, and being responsible for all commissions that are
payable and all landlord’s work thereunder and the same will not be subject to
adjustment on closing, except that, if the term of any new lease commences prior to the
Closing Date, then the responsibility for any related tenant inducements (including
landlord’s work) and commissions will be pro-rated between QLT and the Purchaser on the
basis of the number of months of the initial term of such lease prior to the Closing
Date (as for QLT) and the number of months of the initial term of such lease after the
Closing Date (as for the Purchaser), and the same will be subject to adjustment on
closing.
	 
	 	(c)	 	The Vendors agree that after the condition referred to in Section 9.1(b) is
satisfied or waived by the Purchaser, the Vendors will not enter into any binding
commitments with Tenants or prospective tenants for the Lot F Property or the Building
or any material modification of any Lease without the Purchaser’s prior written
approval, which approval may be withheld in the Purchaser’s sole and absolute
discretion.
	 
	 	(d)	 	The Vendors agree that if they carry on the leasing program, they will do so in
good faith in the ordinary course following the date of execution of this Agreement by
both parties and will only consider commitments with tenants and prospective tenants
which are consistent with market driven leasing arrangements in the Vancouver market.





4.3 Estoppel Certificates




     The Vendors shall use all reasonable commercial efforts to obtain and deliver to the Purchaser
prior to the completion of the purchase and sale of the Purchased Assets, Estoppel Certificates
executed by all Tenants. To the extent that the Vendors are unable to obtain and deliver to the
Purchaser prior to the Closing Date Estoppel Certificates despite using all reasonable commercial
efforts to obtain the same, QLT will execute and deliver to the Purchaser on the Closing Date
certificates of QLT for such Tenants certifying the information that would have been in the
applicable Estoppel Certificates (the “Replacement Estoppel Certificates”). The









 



-13-



Replacement
Estoppel Certificates will be deemed for all purposes to be a representation and
warranty hereunder by QLT of the truth and accuracy of the matters set forth in the
Replacement Estoppel Certificates, subject to the limitations set forth in Sections 8.2 and 11.2.
The Purchaser shall, for a period of sixty (60) days after the Closing Date, return to QLT any
Replacement Estoppel Certificate (which shall be deemed null and void except in the case of a
material conflict of information contained in the Estoppel Certificate and the Replacement Estoppel
Certificate) for which QLT delivers to the Purchaser an Estoppel Certificate in accordance with
this Section 4.3 for the same Lease.



4.4 Approved Service Contracts




     The Purchaser shall deliver to QLT on or before the date for satisfaction or waiver by the
Purchaser of the condition set out in Section 9.1(b), a list of those Service Contracts (if any),
other than the Natural Gas Supply and Management Services Agreement dated May 1, 2003 among QLT and
Direct Energy Marketing Limited, and the HVAC Service Agreement dated December 17, 2007 among QLT
and Trane British Columbia, that the Purchaser wishes to include in the Approved Service Contracts.



4.5 QLT Security Documents




     QLT and the Purchaser shall each negotiate in good faith with the intent of settling on or
before August 7, 2008 the forms of the QLT Security Documents. The parties acknowledge that the
Purchaser’s first mortgage lender will require a priority and standstill agreement with QLT as
second mortgagee and QLT and the Purchaser agree to negotiate in good faith with the intent of
settling on or before August 7, 2008 the form of such agreement.



4.6 QLT Lease




     The Purchaser agrees to grant to QLT on the Closing Date a lease of premises in the Building
in the form of the lease settled between the Purchaser and QLT, subject to no encumbrances except
the Permitted Encumbrances, security documents for first mortgage financing of the Purchaser not to
exceed $33,000,000.00 in principal amount, and the QLT Mortgage, provided QLT may at its sole
option require that such lease be in registrable form, and QLT may further elect that the parties
also negotiate and settle a short form of the lease for registration purposes (such lease, together
with such short form if QLT so elects are together, the “QLT Lease” and, if QLT so elects, such
short form is called the “Short Form QLT Lease”).



4.7 First Mortgage Financing




     The Purchaser shall forthwith commence to carry out all actions required to complete the due
diligence and legal documentation for the Purchaser’s first mortgage financing for the Lot F
Property and the first mortgage financing for the Lot 1 Property, notwithstanding that the
Purchaser may not have received a commitment letter for such financing.



ARTICLE 5

RISK




5.1 Risk and Purchaser’s Election




     The Properties shall be at the risk of the Vendors until the completion of the sale and
purchase contemplated by this Agreement and, if there is any material damage to the Building or









 



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the
Mechanical Systems occurring before that time, the Purchaser shall elect, no later than seven
(7) days after receiving written notice from QLT of the occurrence of such event (and in any
event prior to the Closing Date) by notice in writing, either:




	 	(a)	 	to terminate this Agreement, in which case the Deposit together with accrued
interest will be paid to the Purchaser in accordance with Section 2.3(b) and neither
the Vendors nor the Purchaser shall have any further obligation hereunder; or
	 
	 	(b)	 	to complete the transactions contemplated by this Agreement.




QLT shall give to the Purchaser prompt written notice of the occurrence of any material damage to
the Building or the Mechanical Systems. Failure by the Purchaser to so elect within the time
provided above shall be deemed to be an election to complete the transactions contemplated by this
Agreement. For the purpose of this Section, material damage means loss or damage to or destruction
of the Building or the Mechanical Systems to such an extent in either event that a quantity
surveyor engaged by QLT certifies that the replacement or repair thereof cannot be completed for a
cost of less than $2,000,000.00.




5.2 Insurance Proceeds




     The amount of any insurance proceeds in connection with loss or damage occurring prior to the
passing of risk and not applied by the Vendors or the insurer to the cost of repairs, shall, if the
Purchaser elects or is deemed to have elected to complete, be assigned to and be payable to the
Purchaser.



ARTICLE 6

ADJUSTMENTS AND RELATED MATTERS




6.1 Adjustments




     Adjustments will be made in accordance with the following provisions:




	 	(a)	 	except as otherwise provided herein, all adjustments, both incoming and
outgoing, with respect to the Properties, including taxes, utilities, rents, common
area and operating expenses, deposits and interest thereon, tenant allowances, tenant
recharges, fuel, licences, insurance, audit costs, payments under Approved Service
Contracts and other items normally adjusted between a vendor and purchaser in the sale
of similar properties shall be adjusted as of the Closing Date so that QLT will bear
and pay all expenses and receive all income related to the Properties prior to the
Closing Date and the Purchaser will bear and pay all expenses and receive all income
related to the Properties from and including the Closing Date;
	 
	 	(b)	 	QLT will remain liable to remit, in accordance with Part IX of the Excise Tax
Act (Canada), any goods and services tax exigible on taxable supplies made by QLT and
that became payable (as contemplated in Section 168 of the Excise Tax Act (Canada))
prior to the Closing Date;
	 
	 	(c)	 	QLT shall not be credited with arrears of rent or other charges owed by Tenants
as of the Closing Date, except that QLT shall be credited for arrears of rent and any
other charges owed by any Tenant as of the Closing Date in respect of the then current
month so long as such Tenant is not then in arrears for any previous month;










 



-15-


	 	 	 	the
Purchaser and QLT each agree to cooperate with the other in respect of the
collection of any then current arrears (including the full amount of any unpaid
federal goods and services tax payable by the Tenants on such arrears). QLT shall
provide the Purchaser with detailed information as to the determination of the
amount of such arrears, and the Purchaser shall take reasonable steps in order to
collect such arrears as soon as may be practicable. If and when the Purchaser
collects any such arrears the Purchaser will remit to QLT that portion due to QLT in
respect of the period prior to the dates of adjustment for the respective components
of such arrears, less any reasonable third party collection costs. For greater
certainty, QLT will be entitled to receive the full amount of goods and services tax
paid on arrears by the Tenants if such goods and services tax became payable (as
contemplated in Section 168 of the Excise Tax Act (Canada)) prior to the Closing
Date. Payment of rents and recoveries shall be applied first to current rents and
recoveries and the excess to the latest arrears. QLT shall be entitled to attempt
to collect any such arrears the Purchaser has not collected within three (3) months
after the Closing Date, provided that it shall not be entitled to terminate any
Tenant’s lease or seize any of the Tenant’s property on the Tenant’s premises;
	 
	 	(d)	 	although the Purchaser will be entitled, subject to QLT’s right under Section
6.1(c), to collect all rentals and other recoveries after the Closing Date whether
applicable to periods prior to or after the Closing Date, the Purchaser and QLT agree
to receive in trust and promptly remit to the other that portion of any rentals or
recoveries received by it as would reasonably be expected to be credited to or by the
other party hereunder on a subsequent adjustment, subject to the provisions of Section
6.1(c). Any rents and recharges received by QLT and designated by a Tenant or other
occupant to be applied to a period ending after the date of adjustment for the subject
matter of such arrears will be promptly paid or endorsed over to the Purchaser; and
	 
	 	(e)	 	if any dispute arises with regard to the adjustments referred to in Article 6
either before or after the Closing Date, the matter in dispute will be referred in the
first instance to the auditors of the Purchaser and the auditors of QLT for
determination. If such auditors cannot agree on a determination of the matter in
dispute within thirty (30) days following the reference to them, the matter in dispute
will be referred to a single arbitrator under the Commercial Arbitration Act (British
Columbia) or any successor legislation then in effect in British Columbia. QLT and
Purchaser will make any references mentioned herein expeditiously and will share all
arbitration costs equally.





6.2 Further Adjustments




     A further adjustment with respect to the matters set forth in Section 6.1 which could not be
finally adjusted on the Closing Date will be made no later than six (6) months after the Closing
Date.



6.3 Adjustment Determination




     Both before and after the Closing Date, QLT and the Purchaser will use their best efforts to
determine all adjustments.
















 




-16-







	6.4	 	Tenant Inducements and Rent-Free Periods





     Any existing free-rent periods or other existing tenant inducements or leasing commissions
occurring after the Closing Date (but excluding any of the same that arise out of commitments
entered into by the Vendors pursuant to Section 4.2 except as provided therein) shall be set out in
the tenancy schedule delivered to the Purchaser as part of the Project Documents and determined on
the Closing Date and the applicable amounts so determined shall be present valued at a discount
rate of six percent (6%) per annum and the discounted amount shall be the responsibility of QLT and
paid by way of adjustment in favour of the Purchaser on the Closing Date. The Purchaser shall
indemnify and save harmless QLT from and against any and all claims, charges, costs, expenses and
liabilities that QLT may at any time suffer or incur as a result of any failure by the Purchaser to
pay or perform any such free-rent periods, tenant inducements or leasing commitments so adjusted.



ARTICLE 7

POSSESSION





	7.1	 	Possession





     The Purchaser shall, upon completion of the sale and purchase, and subject to the Permitted
Encumbrances, the Leases, any commitments entered into by the Vendors in accordance with Section
4.2, and the QLT Lease, have possession of the Properties.



ARTICLE 8

REPRESENTATIONS AND WARRANTIES





	8.1	 	Vendors’ Representations and Warranties





     QLT hereby represents and warrants to the Purchaser, regardless of any independent
investigations that the Purchaser may cause to be made, that:




	 	(a)	 	QLT is a duly incorporated and validly existing company in good standing under
the laws of the Province of British Columbia and has the corporate power and capacity
to own its interest in the Properties and to carry on its business;
	 
	 	(b)	 	each Nominee is a duly incorporated and validly existing company in good
standing under the laws of the Province of British Columbia and has the corporate power
and capacity to hold legal title to the Lot F Property, in the case of the Lot F
Nominee, and the Lot 1 Property, in the case of the Lot 1 Nominee, in trust for QLT and
to carry on its business;
	 
	 	(c)	 	none of QLT nor the Nominees are a non-resident of Canada within the meaning of
the Income Tax Act (Canada);
	 
	 	(d)	 	by the Closing Date, all necessary corporate action on the part of the Vendors
will have been taken to authorize and approve the completion of the transactions
contemplated by this Agreement;
	 
	 	(e)	 	none of the Vendors has any indebtedness or liability to any person, firm or
corporation that might now or hereafter constitute a lien, charge or encumbrance on the Purchased Assets or that would affect the Purchaser’s right, from and after the









 





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	 	 	 	Closing Date, to own, occupy (subject to the Leases and the QLT Lease) and obtain
revenue from the Properties, other than Permitted Encumbrances;






	 	(f)	 	subject to obtaining any required consents to the assignment of the Approved
Service Contracts, neither the execution of this Agreement nor the completion of the
transactions contemplated hereby will conflict with or result in a breach of the
respective constating documents of any of the Vendors nor constitute a breach of,
default under, or acceleration of any obligation under, or constitute any event which,
with the giving of notice or lapse of time or otherwise, would constitute a breach of,
default under, or acceleration of any obligation under, any indenture, mortgage, deed
of trust or any other agreement to which any of the Vendors is a party or by which any
of them is bound or to which any of their assets are subject (including the
Declarations of Trust);
	 
	 	(g)	 	there is no action, suit, claim, arbitration, judgment, investigation or
proceeding outstanding or pending or, to the knowledge of the Vendors, threatened
against or affecting any of the Vendors and pertaining to the Purchased Assets or any
part thereof at law or in equity or before or by any federal, provincial, municipal or
other governmental department, commission, board, bureau, agency or authority;
	 
	 	(h)	 	QLT has a good and marketable beneficial title to the Properties, legal title
to which is held by the Lot F Nominee, in the case of the Lot F Property, and by the
Lot 1 Nominee, in the case of the Lot 1 Property, each as nominee and bare trustee for
QLT pursuant to the Declarations of Trust, free and clear of all liens, charges and
encumbrances except the Permitted Encumbrances;
	 
	 	(i)	 	the Permitted Encumbrances described in Schedule C are in full force and effect
and have not been further amended, none of the Vendors is in default thereunder, no
other party is, to the knowledge of the Vendors, in default thereunder and there are no
existing disputes thereunder;
	 
	 	(j)	 	all municipal taxes, local improvement taxes, rates, levies and assessments of
every nature and kind with respect to the Properties for the 2007 calendar year and all
preceding calendar years, have been paid in full and, except as provided in the
Permitted Encumbrances described in Schedule C, none of the Vendors has, in connection
with the Properties, any present or future obligation to pay monies to any statutory
authority in connection with off-site roads, services, utilities or similar services or
to construct or provide off-site roads, services, utilities or similar services in
connection with the Properties;
	 
	 	(k)	 	none of the Vendors is a party to or bound by any collective bargaining
agreements or any agreements with a trade union by which the Purchaser will be bound by
virtue of acquiring the Purchased Assets, and there are no employees of the Vendors
with respect to whom the Purchaser will assume or incur any responsibility or liability
by virtue of acquiring the Purchased Assets;
	 
	 	(l)	 	with respect to the Properties:






	 	(i)	 	to the best of the knowledge of the Vendors, the Building is
not subject to any outstanding work order or notice of defect or non-compliance
from any









 





-18-





	 	 	 	provincial or municipal board or official or Board of Fire Underwriters or
like authority;






	 	(ii)	 	except as disclosed in the Project Documents, none of the
Vendors has received any Notice from any governmental authority of
non-compliance with respect to Environmental Laws;
	 
	 	(iii)	 	except as disclosed in the Project Documents, the Vendors have
not at any time received, handled, generated, used, stored, deposited, treated,
transported or disposed of any Hazardous Waste on the Lot F Property, the Lot 1
Property or within the Building except in compliance with all applicable
Environmental Laws; and
	 
	 	(iv)	 	except as disclosed in the Project Documents, none of the
Vendors has received any Notice from any governmental authority that requires
any remedial action to be conducted or any works to be undertaken with respect
to environmental contamination of the Lot F Property, the Lot 1 Property or the
Building;






	 	(m)	 	the Included Chattels are free and clear of all liens, charges and
encumbrances;
	 
	 	(n)	 	none of the Vendors has received any Notice from any governmental authority or
has any knowledge of any intention of any statutory authority to expropriate all or any
part of the Properties;
	 
	 	(o)	 	none of the Vendors has received any Notice from any governmental authority of
any intention of the applicable municipal authority to alter its zoning bylaw or
official community plan, if any, so as to affect or potentially affect in a detrimental
manner the Properties or the use thereof;
	 
	 	(p)	 	there are no claims, actions or proceedings pending or, to the knowledge of the
Vendors, threatened, in law or in equity, that would materially interfere with the use
and enjoyment of the Properties or the occupancy or use of all or any part of the
Properties by the Purchaser or any Tenant or QLT under the QLT Lease or that could
affect the Purchaser’s right to own, occupy and obtain revenue from the Properties;
	 
	 	(q)	 	with respect to the Leases:






	 	(i)	 	the Leases constitute all leases, agreements to lease, and
other rights in existence on the date of this Agreement, either written or
oral, under which any person, firm or corporation has any right to lease, use
or occupy any portion of the Lot F Property or the Building in the nature of a
tenancy or licence and all Tenants are at arm’s length from the Vendors;
	 
	 	(ii)	 	save for the current month’s rent, there are no deposits,
prepaid rents or other prepaid expenses which have been received from any
Tenants except as set forth in the Project Documents;
	 
	 	(iii)	 	the copies of the Leases which the Vendors will be making
available to the Purchaser for review are true copies thereof;









 





-19-











	 	(iv)	 	the Leases are good, valid and subsisting and enforceable
against the Tenants, and are, to the best of the knowledge of the Vendors, in
good standing except as specifically set forth in the Project Documents, and
there are no existing disputes thereunder, and none of the Vendors has received
any notice from any Tenant alleging any default by the Vendors or requiring the
Vendors to take any action not taken, and except as set forth in the Project
Documents the Leases have not been modified, extended, renewed or, to the
knowledge of the Vendors assigned by any Tenant, and the Leases constitute the
whole of the respective agreements of the Vendors or any of them with the
Tenants with respect to the occupancy of the Lot F Property and the Building by
the Tenants;
	 
	 	(v)	 	the Vendors have observed and performed in substantially all
respects all of the landlord’s covenants set forth in the Leases;
	 
	 	(vi)	 	neither the Leases nor the rents payable under them have been
assigned by the Vendors and none of the Tenants have any presently enforceable
rights or claims to set off or abatement with respect to future rents except as
set forth in the Leases;
	 
	 	(vii)	 	none of the Tenants are entitled to any capital contributions,
tenant allowances, inducements, or concessions which have not been fully paid
or satisfied by the Vendors except as set forth in the Project Documents, and
none of the Vendors is obliged to pay any Tenants for improvements, fixtures or
equipment during or on termination of any term or renewal thereof except as set
forth in the Leases;
	 
	 	(viii)	 	the Tenants have each taken possession of the premises demised by their
respective Leases and are paying regular instalments of monthly rent in
accordance with the terms of their respective Leases; and
	 
	 	(ix)	 	none of the Vendors has received any Notice indicating that the
Tenants do not operate their premises and their businesses within the Lot F
Property and the Building pursuant to all validly issued and required licences
and entirely in accordance with all lawful requirements of all applicable
statutory authorities;






	 	(r)	 	the Service Contracts which the Vendors will deliver to the Purchaser pursuant
to Section 3.1 constitute all of the Service Contracts respecting the Properties and
set forth the whole of the agreements between the Vendors or any of them and the other
parties thereto and there is no default thereunder;
	 
	 	(s)	 	the operating budget, operating expense summaries and capital improvement
summaries included with the Project Documents present fairly the expenses relating to
the Properties for the periods reported on;
	 
	 	(t)	 	the Lot F Nominee has no beneficial interest in the Lot F Property and has
carried on no business or activity of any kind whatsoever other than holding legal
title to the Lot F Property in trust for QLT and dealing with the Lot F Property on
behalf of and as directed by QLT, and the Lot 1 Nominee has no beneficial interest in
the Lot 1 Property and has carried on no business or activity of any kind whatsoever









 





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	 	 	 	other than holding legal title to the Lot 1 Property in trust for QLT and dealing
with the Lot 1 Property on behalf of and as directed by QLT;






	 	(u)	 	the aggregate value of the Purchased Assets, determined in relation to the
transactions contemplated by this Agreement as of the time and in the manner prescribed
by the Notifiable Transactions Regulations pursuant to the Competition Act, is less
than $50,000,000;
	 
	 	(v)	 	QLT is the sole beneficial owner of the Shares and such Shares are free and
clear of all liens, charges, options and encumbrances except any of the nature
described in subsection (f) of the definition of Permitted Encumbrances;
	 
	 	(w)	 	no person has any rights to acquire any shares in the capital of the Nominees,
except for the Purchaser under this Agreement;
	 
	 	(x)	 	the Nominees have not filed tax returns for Income Tax, Capital Tax or GST,
have no liability for payment of any such taxes, and no assessment for such taxes has
ever been levied against either of the Nominees;
	 
	 	(y)	 	on the Closing Date, the Lot F Nominee will have no assets other than bare
legal title to the Lot F Property, and will have no liabilities except:






	 	(i)	 	liabilities for the current year’s property taxes and other
assessments with respect to the Lot F Property which are the responsibility of
QLT as beneficial owner of the Lot F Property and are adjusted pursuant to
Article 6 on the Closing Date;
	 
	 	(ii)	 	liabilities under the Permitted Encumbrances relating to the
Lot F Property;
	 
	 	(iii)	 	liabilities to the Purchaser under this Agreement; and
	 
	 	(iv)	 	liabilities incurred with respect to the Lot F Property as
registered owner thereof (subject to the other provisions of this Agreement
including the other provisions of this Section 8.1 and Section 8.3);






	 	(z)	 	on the Closing Date, the Lot 1 Nominee will have no assets other than bare
legal title to the Lot 1 Property, and will have no liabilities except:






	 	(i)	 	liabilities for the current year’s property taxes and other
assessments with respect to the Lot 1 Property which are the responsibility of
QLT as beneficial owner of the Lot 1 Property and are adjusted pursuant to
Article 6 on the Closing Date;
	 
	 	(ii)	 	liabilities under the Permitted Encumbrances relating to the
Lot 1 Property;
	 
	 	(iii)	 	liabilities to the Purchaser under this Agreement; and
	 
	 	(iv)	 	liabilities incurred with respect to the Lot 1 Property as
registered owner thereof (subject to the other provisions of this Agreement
including the other provisions of this Section 8.1 and Section 8.3);






     and








 





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	 	(aa)	 	there is no action or proceeding of any kind pending or, to the knowledge of
QLT, threatened against any of the Vendors which might materially affect the ability of
QLT to carry out the terms of this Agreement.






	8.2	 	Survival of Warranties and Representations





     The representations and warranties contained in Section 8.1 shall survive the Closing Date and
shall continue in full force and effect for the benefit of the Purchaser for a period of
twenty-four (24) months after the Closing Date, notwithstanding any independent inquiry or
investigation by the Purchaser. Notice of any claim by the Purchaser for breach of representation
or warranty must be made in writing no later than twenty-four (24) months after the Closing Date.
QLT shall have no liability to the Purchaser whatsoever for the inaccuracy or breach of any
representation or warranty to the extent that the Purchaser had actual knowledge of such inaccuracy
or breach prior to the date on which the condition referred to in Section 9.1(b) is satisfied or
waived. The Purchaser agrees to give written notice to QLT of any such inaccuracy or breach as
soon as reasonably practicable after the Purchaser acquires knowledge thereof.




	8.3	 	As Is, Where Is





     The Purchaser acknowledges and agrees as follows:




	 	(a)	 	that subject to Section 8.1(l), it is the obligation of the Purchaser to
satisfy itself that there is no Hazardous Waste or other hazardous substances or
contamination on, in or about the Properties, and that the Vendors have no obligation
to make any investigations, tests or studies with respect to the existence of any
Hazardous Waste or other hazardous substances or contamination on, in or about the
Properties;
	 
	 	(b)	 	that the Purchaser is purchasing the Purchased Assets in an “as is/where is”
condition, that it enters into this Agreement relying entirely upon its own inspections
and the representations, warranties and covenants of QLT specifically set out herein,
and that there are no representations, warranties, guarantees, agreements or
conditions, whether direct or collateral, or express or implied, which induced the
Purchaser to enter into this Agreement or on which reliance is placed by the Purchaser,
or which affect this Agreement or the Purchased Assets, other than as specifically set
out in this Agreement; and
	 
	 	(c)	 	that the Purchaser is relying on its own due diligence in reviewing the Project
Documents and, except as specifically set out herein, the Project Documents are not
intended to constitute a representation or warranty as to any of the contents thereof
on the part of the Vendors.




The Purchaser hereby waives any requirement for the Vendors to obtain or provide to the Purchaser a
“site profile” for the Properties under any applicable laws.





	8.4	 	Purchaser’s Representations and Warranties





     The Purchaser hereby represents and warrants to QLT, regardless of any independent
investigations that QLT may cause to be made, that:








 





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	 	(a)	 	the Purchaser is a duly incorporated and validly existing company in good
standing under the laws of British Columbia and has the power and capacity to enter
into and carry out the transactions contemplated by this Agreement;
	 
	 	(b)	 	by the Closing Date, all necessary corporate action on the part of the
Purchaser will have been taken to authorize and approve the execution and delivery of
this Agreement and the completion of the transactions contemplated herein;
	 
	 	(c)	 	there is no action, suit, claim, arbitration, judgment, investigation or
proceeding outstanding or pending or, to the Purchaser’s knowledge, threatened against
the Purchaser before any court, arbiter, arbitration panel, administrative tribunal or
agency which, if decided adversely to the Purchaser, might materially affect the
Purchaser’s ability to perform its obligations to purchase the Purchased Assets and
complete the transactions contemplated by this Agreement, and, to the knowledge of the
Purchaser, no state of facts exists which could constitute the basis of any such
action, suit, claim, arbitration, judgment, investigation or proceeding;
	 
	 	(d)	 	neither the execution of this Agreement nor the completion of the transactions
contemplated hereby will constitute a breach of, default under, or acceleration of any
obligation under, or constitute any event which, with the giving of notice or lapse of
time or otherwise, would constitute a breach of, default under, or acceleration of any
obligation under any indenture, mortgage, deed of trust or other agreement to which the
Purchaser is a party or by which the Purchaser is bound or to which any of the
Purchaser’s assets are subject;
	 
	 	(e)	 	no consent or approval of or registration, declaration or filing with, any
governmental commission, board, court or other regulatory body is required for the
execution or delivery of this Agreement by the Purchaser, the validity or
enforceability of this Agreement against the Purchaser, or the performance by the
Purchaser of any of its obligations hereunder; and
	 
	 	(f)	 	the Purchaser is not a non-Canadian within the meaning of the Investment Canada
Act (Canada).





ARTICLE 9

CONDITIONS PRECEDENT





	9.1	 	Purchaser’s Conditions Precedent





     The Purchaser’s obligation to complete the transactions contemplated by this Agreement is
subject to satisfaction of the following conditions, each of which is for the sole benefit of the
Purchaser and may be waived by the Purchaser giving notice in writing to QLT of such waiver at or
before the time provided for satisfaction thereof:




	 	(a)	 	on or before 5:00 p.m. (Vancouver time) on August 7, 2008, the Purchaser shall
have reached agreement with QLT in writing on the form of the QLT Security Documents in
accordance with Section 4.5; and
	 
	 	(b)	 	on or before 5:00 p.m. (Vancouver time) on August 7, 2008, the Purchaser shall
have obtained financing for the Purchased Assets on terms and conditions acceptable to
the Purchaser in its sole discretion.









 





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The Purchaser agrees to provide QLT and their agents with a weekly update on its progress in
satisfying the above conditions. If any of the conditions set out above in this Section is neither
satisfied nor waived by the Purchaser at or before the time provided above for satisfaction
thereof, then, unless QLT and the Purchaser otherwise agree in writing, neither QLT nor the
Purchaser shall have any further obligation to complete the transactions contemplated by this
Agreement, and the Deposit and interest thereon shall be returned to the Purchaser in accordance
with Section 2.3(b), without prejudice to any other rights of the parties under or pursuant to this
Agreement.





	9.2	 	Purchaser’s Closing Conditions





     The Purchaser’s obligation to complete the transactions contemplated by this Agreement is
subject to satisfaction of the following conditions, each of which is for the sole benefit of the
Purchaser and may be waived by the Purchaser giving notice in writing to QLT of such waiver at or
before the time provided for satisfaction thereof:




	 	(a)	 	at the time for commencement of closing on the Closing Date, the
representations and warranties of QLT contained in Section 8.1, save as contemplated
herein and subject to Section 8.2, shall be true on and as of the Closing Date in all
material respects with the same effect as though such representations and warranties
had been made on and as of the Closing Date; and
	 
	 	(b)	 	at the time for commencement of closing on the Closing Date, all of the
covenants and agreements of QLT to be performed at or before such time pursuant to this
Agreement shall have been duly performed in all material respects.




If any of the conditions set out above in this Section is neither satisfied nor waived by the
Purchaser at or before the time provided above for satisfaction thereof, then, unless QLT and the
Purchaser otherwise agree in writing, the Purchaser shall either:





	 	(c)	 	complete the transactions contemplated by this Agreement notwithstanding the
non-satisfaction of the condition or conditions, in which event such completion shall
constitute a waiver of such condition or conditions to the extent not satisfied as
conditions of closing, but any such waiver and completion shall be without prejudice to
any of the Purchaser’s other rights under this Agreement; or
	 
	 	(d)	 	by notice in writing to QLT, elect not to complete the transactions
contemplated by this Agreement, in which event the Deposit plus accrued interest shall
be returned to the Purchaser in accordance with Section 2.3(c), without prejudice to
any other rights of the Purchaser under or pursuant to this Agreement.






	9.3	 	Satisfaction of Conditions Precedent





     The Purchaser will use all reasonable commercial efforts to facilitate the satisfaction of the
conditions set forth in Sections 9.1 and 9.2.



9.4 Vendors’ Condition Precedent




     QLT’s obligation to complete the transactions contemplated by this Agreement is subject to
satisfaction of the following condition, which is for the sole benefit of QLT and may be waived by
QLT giving notice in writing to the Purchaser of such waiver at or before the time provided for
satisfaction thereof, namely, that on or before 5:00 p.m. (Vancouver time) on August 7, 2008,








 





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QLT shall have reached agreement with the Purchaser in writing on the form of the QLT Security
Documents in accordance with Section 4.5. If this condition is neither satisfied nor waived by QLT
at or before the time provided above for satisfaction thereof, then, unless QLT and the Purchaser
otherwise agree in writing, neither QLT nor the Purchaser shall have any further obligation to
complete the transactions contemplated by this Agreement, and the Deposit and interest thereon
shall be returned to the Purchaser in accordance with Section 2.3(b), without prejudice to any
other rights of the parties under or pursuant to this Agreement.





	9.5	 	Vendors’ Closing Conditions





     QLT’s obligation to complete the transactions contemplated by this Agreement is subject to
satisfaction of the following conditions, each of which is for the sole benefit of QLT and may be
waived by QLT giving notice in writing to the Purchaser of such waiver at or before the time
provided for satisfaction thereof:




	 	(a)	 	at the time for commencement of closing on the Closing Date, the
representations and warranties of the Purchaser contained in Section 8.4 shall be true
on and as of the Closing Date in all material respects with the same effect as though
such representations and warranties had been made on and as of the Closing Date; and
	 
	 	(b)	 	at the time for commencement of closing on the Closing Date, all of the
covenants and agreements of the Purchaser to be performed at or before such time
pursuant to this Agreement shall have been duly performed in all material respects.




If any of the conditions set out above in this Section is neither satisfied nor waived by QLT at or
before the time provided above for satisfaction thereof, then, unless QLT and the Purchaser
otherwise agree in writing, QLT shall either:





	 	(c)	 	complete the transactions contemplated by this Agreement notwithstanding the
non-satisfaction of the condition or conditions, in which event such completion shall
constitute a waiver of such condition or conditions to the extent not satisfied as
conditions of closing, but any such waiver and completion shall be without prejudice to
any of QLT’s other rights under this Agreement; or
	 
	 	(d)	 	by notice in writing to the Purchaser, elect not to complete the transactions
contemplated by this Agreement, in which event the Deposit plus accrued interest shall
be paid to QLT in accordance with Section 2.3(d), without prejudice to any other rights
of QLT under or pursuant to this Agreement.






	9.6	 	Nature of Conditions





     The Vendors and the Purchaser acknowledge and agree that although the obligations of the
parties to complete the transactions contemplated by this Agreement are subject to satisfaction or
waiver of the conditions set forth in Sections 9.1, 9.2, 9.4 and 9.5, those conditions are not
conditions to there being a binding agreement between the parties, and until the time limited for
satisfaction or waiver of such conditions has expired, this Agreement is not void, voidable,
revocable or, except for default or as otherwise expressly provided in this Agreement, capable of
being terminated, by any of the parties hereto, by reason only that any such condition has been
neither satisfied nor waived. Without limiting the generality of the foregoing, each party
acknowledges the receipt of $10.00 and other good and valuable consideration paid by the other
parties in consideration of the recipient not revoking its execution and delivery of this
Agreement,








 





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except for default or as otherwise expressly provided in this Agreement, while this Agreement
remains subject to the conditions set forth in Sections 9.1, 9.2, 9.4 and 9.5.




ARTICLE 10

CLOSING





	10.1	 	Closing





     Unless otherwise agreed between the Vendors’ Solicitors and the Purchaser’s Solicitors, the
closing of the purchase and sale of the Purchased Assets shall commence a 9:00 a.m. (Vancouver
time) on the Closing Date in the offices of the Vendors’ Solicitors, at 25th Floor, 700 West
Georgia Street, Vancouver, British Columbia.




	10.2	 	Vendors’ Closing Documents





     Before the Closing Date, QLT will deliver to the Purchaser’s Solicitors, to be held in escrow
as hereinafter provided, the following:




	 	(a)	 	a transfer to the Purchaser of QLT’s beneficial interest in the Properties duly
executed by QLT;
	 
	 	(b)	 	[not used]
	 
	 	(c)	 	the Assignment of Leases, duly executed by QLT;
	 
	 	(d)	 	the Assignment of Approved Service Contracts, duly executed by QLT;
	 
	 	(e)	 	the QLT Lease, duly executed by QLT as tenant;
	 
	 	(f)	 	a bill of sale absolute conveying to the Purchaser the Included Chattels and
the interest of QLT in the Project Documents to the extent such interest is
transferrable, duly executed by QLT;
	 
	 	(g)	 	a certificate dated the Closing Date of a responsible officer of QLT having
knowledge of the facts certifying that to the knowledge of such officer the
representations and warranties set out in Section 8.1 are true and correct as at the
Closing Date in all material respects and that the Vendors’ covenants and agreements to
be observed or performed before the closing on the Closing Date pursuant to this
Agreement have been duly observed and performed in all material respects, in each case
with particulars of any applicable exceptions;
	 
	 	(h)	 	a statement of adjustments approved by QLT;
	 
	 	(i)	 	agreements between QLT and the Nominees as follows:






	 	(i)	 	an agreement between QLT and the Lot F Nominee, duly executed
by QLT and the Lot F Nominee, containing a written direction from QLT to the
Lot F Nominee that, from and after the Closing Date, the Lot F Nominee will
hold legal title to the Lot F Property in trust for the Purchaser, containing a
release by the Lot F Nominee of all claims against QLT under the Lot F
Declaration of Trust, and terminating the Lot F Declaration of Trust; and









 





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	 	(ii)	 	an agreement between QLT and the Lot 1 Nominee, duly executed
by QLT and the Lot 1 Nominee, containing a written direction from QLT to the
Lot 1 Nominee that, from and after the Closing Date, the Lot 1 Nominee will
hold legal title to the Lot 1 Property in trust for the Purchaser, containing a
release by the Lot 1 Nominee of all claims against QLT under the Lot 1
Declaration of Trust, and terminating the Lot 1 Declaration of Trust;”;






	 	(j)	 	resolutions of the directors of the Lot F Nominee authorizing the transfer of
the Shares in the capital stock of the Lot F Nominee to the Purchaser, the registration
of such Shares in the name of the Purchaser and the issuance of a new share certificate
representing such Shares in the name of the Purchaser;
	 
	 	(k)	 	resolutions of the directors of the Lot 1 Nominee authorizing the transfer of
the Shares in the capital stock of the Lot 1 Nominee to the Purchaser, the registration
of such Shares in the name of the Purchaser and the issuance of a new share certificate
representing such Shares in the name of the Purchaser;
	 
	 	(l)	 	the share certificate(s) representing all the Shares in the capital stock of
the Lot F Nominee, duly endorsed for transfer to the Purchaser and duly executed share
certificates in the name of the Purchaser representing all such Shares;
	 
	 	(m)	 	the share certificate(s) representing all the Shares in the capital stock of
the Lot 1 Nominee, duly endorsed for transfer to the Purchaser and duly executed share
certificates in the name of the Purchaser representing all such Shares;
	 
	 	(n)	 	resignations in writing of the current directors and officers of each of the
Nominees;
	 
	 	(o)	 	minute books for the Nominees (to the extent not previously delivered to the
Purchaser’s Solicitors) and the seals of the Nominees;
	 
	 	(p)	 	a notice from QLT, the Lot F Nominee and the Purchaser to the Tenants giving
notice of the sale of the Shares in the capital of the Lot F Nominee, the Lot F
Property and the Building and directing that rent and all other amounts payable to the
Landlord under the Leases be paid to the Purchaser or as the Purchaser may direct, duly
executed by QLT;
	 
	 	(q)	 	the Estoppel Certificates required pursuant to Section 4.3 (and, if required,
the Replacement Estoppel Certificates); and
	 
	 	(r)	 	such further documents, certificates and assurances of QLT as may be requisite
in the reasonable opinion of the Purchaser’s Solicitors to complete the transactions
contemplated by this Agreement and for more perfectly and absolutely assigning,
transferring, assuring to and vesting in the Purchaser, title to the Purchased Assets,
free and clear from all claims, liens, charges, encumbrances and caveats other than the
Permitted Encumbrances, provided that the Purchaser’s Solicitors have prepared and
delivered them to the Vendors’ Solicitors at least five (5) Business Days prior to the
Closing Date.









 





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	10.3	 	Purchaser’s Closing Documents





     Before the Closing Date, the Purchaser will deliver to Vendors’ Solicitors, to be held in
escrow as hereinafter provided, the following:




	 	(a)	 	the Assignment of Leases, duly executed by the Purchaser;
	 
	 	(b)	 	the Assignment of Approved Service Contracts, duly executed by the Purchaser;
	 
	 	(c)	 	the bill of sale absolute referred to in Section 10.2(f) which requires
execution by the Purchaser, duly executed by the Purchaser;
	 
	 	(d)	 	the GST Certificate, duly executed by the Purchaser;
	 
	 	(e)	 	a general indemnity from the Purchaser in favour of Vendors with respect to
matters arising from and after the Closing Date in respect of the obligations assumed
by the Purchaser in Section 4.2 and in the documents referred to in Sections 10.3(a),
(b), (c) and (d) above;
	 
	 	(f)	 	a certificate dated the Closing Date of a responsible officer of the Purchaser
having knowledge of the facts certifying that to the knowledge of such officer the
representations and warranties set out in Section 8.4 are true and correct as at the
Closing Date in all material respects and that the Purchaser’s covenants and agreements
to be observed or performed before the closing on the Closing Date pursuant to this
Agreement have been duly observed and performed in all material respects, in each case
with particulars of any applicable exceptions;
	 
	 	(g)	 	a statement of adjustments approved by the Purchaser;
	 
	 	(h)	 	resolutions of the new shareholder of the Lot F Nominee appointing new
directors of the Lot F Nominee;
	 
	 	(i)	 	resolutions of the new shareholder of the Lot 1 Nominee appointing new
directors of the Lot 1 Nominee;
	 
	 	(j)	 	resolutions of the new directors of the Lot F Nominee appointing new officers
of the Lot F Nominee and changing the registered and records office for the Lot F
Nominee to an office other than the Vendors’ Solicitors;
	 
	 	(k)	 	resolutions of the new directors of the Lot 1 Nominee appointing new officers
of the Lot 1 Nominee and changing the registered and records office for the Lot 1
Nominee to an office other than the Vendors’ Solicitors;
	 
	 	(l)	 	such duly executed documents as are required for filing in the office of the
Registrar of Companies (British Columbia) to effect a change of the directors of each
of the Nominees and the registered and records offices for each of the Nominees from
the current directors and the current registered and records offices for the Nominees
to the new directors appointed for each of the Nominees and to new registered and
records offices for each of the Nominees selected by the Purchaser;









 





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	 	(m)	 	the QLT Lease, duly executed by the Purchaser and the Lot F Nominee as
landlord;
	 
	 	(n)	 	a notice from QLT, the Lot F Nominee and the Purchaser to the Tenants giving
notice of the sale of the Shares in the capital of the Lot F Nominee, the Lot F
Property and the Building and directing that rent and all other amounts payable to the
Landlord under the Leases be paid to the Purchaser or as the Purchaser may direct, duly
executed by the Lot F Nominee and the Purchaser;
	 
	 	(o)	 	the QLT Security Documents, duly executed by the Purchaser, the Nominees and
third parties as applicable; and
	 
	 	(p)	 	such further documents, certificates and assurances of the Purchaser as may be
requisite in the reasonable opinion of the Vendors’ Solicitors to complete the
transactions contemplated by this Agreement, provided that the Vendors’ Solicitors have
prepared and delivered them to the Purchaser’s Solicitors at least five (5) Business
Days prior to the Closing Date.






	10.4	 	Form of Documents





     All documents referred to in Sections 10.2 and 10.3 shall be in form and substance
satisfactory to the solicitors for the party entitled to delivery thereof, acting reasonably, and
shall be agreed to not less than five (5) Business Days prior to the Closing Date.




	10.5	 	Payment in Trust





     On or before the Closing Date, the Purchaser will pay to the Purchaser’s Solicitors in trust
the amount due to QLT pursuant to Section 2.2(c), as adjusted pursuant to Article 6, together with
any other amounts payable by the Purchaser or the Purchaser’s Solicitors on or after the Closing
Date pursuant to this Agreement under Sections 10.11, 11.5 and, if applicable, 11.8, less the
amount to be advanced to the Purchaser on the Closing Date under any mortgage financing arranged by
the Purchaser with third parties.




	10.6	 	Registration





     Forthwith following the payment in Section 10.5 and after receipt by the Purchaser’s
Solicitors of the documents referred to in Section 10.2 and after receipt by the Vendors’
Solicitors of the documents referred to in Section 10.3, and subject to the requirements of Section
10.12 being satisfied, if applicable:




	 	(a)	 	the Purchaser will cause the Purchaser’s Solicitors to file in the LTO on the
Closing Date any first mortgage security documents applicable to any mortgage financing
arranged by the Purchaser with third parties, such financing, in the case of the Lot F
Property, not to exceed $33,000,000.00 in principal amount, and in the case of the Lot
1 Property, not to exceed $5,500,000.00 in principal amount, concurrently with the
filings referred to in Sections 10.6(c) and (c);
	 
	 	(b)	 	QLT will cause the Vendors’ Solicitors to file in the LTO on the Closing Date
the QLT Mortgage, concurrently with and so as to follow immediately the filings
referred to in Sections 10.6(a); and









 





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	 	(c)	 	if QLT elects to register the QLT Lease, QLT will cause the Vendors’ Solicitors
to file in the LTO on the Closing Date the QLT Lease or the Short Form QLT Lease, as
applicable, concurrently with and so as to immediately follow the filings referred to
in Sections 10.6(a) and (b);




the intent being that the documents referred to in Sections 10.6 (a), (b) and (c) (if applicable)
will be filed together as one package.





	10.7	 	Closing





     Forthwith following the filings in the LTO under Section 10.6 and a post filing for
registration check of title for each of the Lot F Property and the Lot 1 Property in the LTO
indicating that the documents so filed have been noted on the title for the Lot F Property and the
Lot 1 Property, as applicable, as pending registrations, and indicating that in the normal course
of LTO procedures:




	 	(a)	 	the first mortgage security documents applicable to any mortgage financing
arranged by the Purchaser that have been filed for registration in the LTO pursuant to
Section 10.6(a) will be registered subject only to the Permitted Encumbrances and any
other charges granted by or claimed through the Purchaser;
	 
	 	(b)	 	the QLT Mortgage will be registered against title to the Lot F Property and the
Lot 1 Property as follows:






	 	(i)	 	in the case of the Lot F Property, subject only to Permitted
Encumbrances and first mortgage financing of the Purchaser not to exceed
$33,000,000.00 in principal amount; and
	 
	 	(ii)	 	in the case of the Lot 1 Property, subject only to Permitted
Encumbrances and first mortgage financing of the Purchaser not to exceed
$5,500,000.00 in principal amount; and






	 	(c)	 	if QLT elects to register the QLT Lease, the QLT Lease or the Short Form QLT
Lease, as applicable, will be registered against title to Lot F, subject to no
encumbrances except the Permitted Encumbrances, security documents for first mortgage
financing of the Purchaser not to exceed $33,000,000.00 in principal amount, and the
QLT Mortgage;




the Purchaser will cause the Purchaser’s Solicitors to deliver to the Vendors’ Solicitors in trust
on the Closing Date a wire transfer payable to the Vendors’ Solicitors in trust for the amount due
to QLT pursuant to Section 2.2(c), as adjusted pursuant to Article 6, and after receipt by the
Vendors’ Solicitors of such payment, the Purchaser’s Solicitors will be entitled to release the
documents referred to in Section 10.2 to the Purchaser, the Vendors’ Solicitors will be entitled to
release such payment and the documents referred to in Section 10.3 to QLT, and the Vendors’
Solicitors will be entitled to (and will be directed by the parties to) pay to QLT the Deposit and
to release to the Purchaser all interest earned on the Deposit





	10.8	 	Concurrent Requirements





     It is a condition of this Agreement that all requirements of Sections 10.5 to 10.7 are
concurrent requirements and it is specifically agreed that nothing will be completed on the Closing








 





-30-







Date until everything required to be paid, executed and delivered on the Closing Date has been
so paid, executed and delivered and until the Purchaser’s Solicitors have satisfied themselves as
to registration and priority in accordance with Section 10.7(a) of any security documents
applicable to any mortgage financing arranged by the Purchaser that have been filed for
registration in the LTO in accordance with Section 10.6(a), the Vendors’ Solicitors have satisfied
themselves as to registration and priority of the QLT Mortgage in accordance with Section 10.7(b),
and, if QLT elects to register the QLT Lease, the Vendors’ Solicitors have satisfied themselves as
to registration and priority of the QLT Lease or the Short Form QLT Lease, as applicable, in
accordance with Section 10.7(c).




	10.9	 	Discharge of Encumbrances





     If on the Closing Date there are any judgments, liens, claims of lien or any other financial
charges against title to the Purchased Assets which are not Permitted Encumbrances, QLT will not be
required to clear the title to the Purchased Assets prior to the receipt of the net sales proceeds
of the Purchased Assets, but will be obligated to do so forthwith following receipt of such net
sales proceeds and, in that event, the Purchaser’s Solicitors may pay the net sales proceeds to the
Vendors’ Solicitors on the condition that the Vendors’ Solicitors undertake to forthwith pay off
and discharge any such judgment, lien, claim of lien or other financial charge.




	10.10	 	Delivery of Project Documents





     QLT will, within two (2) Business Days after of the Closing Date, deliver to the Purchaser or
as the Purchaser may direct, to the extent not previously delivered:




	 	(a)	 	the original Project Documents;
	 
	 	(b)	 	keys and master keys to all units and facilities of the Properties.






	10.11	 	Goods and Services and Social Services Tax






	 	(a)	 	The Purchaser represents and warrants that it will on the Closing Date be
registered under Subdivision (d) of Division V of Part IX of the Excise Tax Act and
will on the Closing Date provide QLT with a certificate (the “GST Certificate”) stating
that the Purchaser is registered with Canada Revenue Agency for the purposes of goods
and services tax (“GST”) and setting out its GST registration number.
	 
	 	(b)	 	The Purchaser agrees that, if and to the extent required under Part IX of the
Excise Tax Act, it will remit directly to Canada Revenue Agency any tax that may be
exigible under Part IX of the Excise Tax Act in respect of the purchase and sale of the
Purchased Assets. Such tax shall be payable by the Purchaser in addition to the
Purchase Price.
	 
	 	(c)	 	The Purchaser agrees that it will remit directly to the Minister of Finance any
tax that may be exigible under the Social Service Tax Act (British Columbia) in respect
of the purchase and sale of the Included Chattels. Such tax shall be payable by the
Purchaser in addition to the Purchase Price.
	 
	 	(d)	 	The Purchaser will pay any amount required to be paid by the Purchaser pursuant
to Section 10.11(b) or Section 10.11(c) to the Purchaser’s Solicitors in trust on or
before the Closing Date and the Purchaser’s Solicitors will undertake to the









 






-31-





	 	 	 	Vendors’ Solicitors to make the payment as required forthwith upon completion of
closing as contemplated in Section 10.7.






	10.12	 	Purchaser Financing





     If the Purchaser is relying on a new mortgage financing (other than the QLT Mortgage) to
finance a portion of the Purchase Price, the Purchaser, while still required to pay the amount due
to QLT pursuant to Section 2.2(c), as adjusted pursuant to Article 6, in accordance with Section
10.7 and, if applicable, Section 11.8, may wait to pay such amount to QLT until after the first
mortgage security documents applicable to such new mortgage financing have been lodged for
registration in the LTO in accordance with Sections 10.6(a) and 10.7(a), but only if, before such
lodging, the Purchaser has:




	 	(a)	 	made payment into trust in accordance with Section 10.5, and such funds paid
into trust, together with the anticipated proceeds of the new mortgage financing, are
sufficient to enable the Purchaser’s Solicitors to pay the amounts required to be paid
by them on or after the Closing Date under this Agreement (including any amounts
payable under Sections 10.7, 10.11, 11.5 and, if applicable, 11.8);
	 
	 	(b)	 	fulfilled all the new mortgagee’s conditions for funding except the lodging for
registration in the LTO of the first mortgage security documents applicable to such new
mortgage financing; and
	 
	 	(c)	 	made available to the Vendors’ Solicitors, an undertaking of the Purchaser’s
Solicitors satisfactory to the Vendors’ Solicitors acting reasonably, to pay the
amounts required to be paid by the Purchaser’s Solicitors on or after the Closing Date
under this Agreement (including amounts payable under Sections 10.7, 10.11, 11.5 and,
if applicable, 11.8), upon the lodging for registration in the LTO of the first
mortgage security documents applicable to such new mortgage financing and the advance
by the new mortgagee of the mortgage proceeds.





ARTICLE 11

GENERAL





	11.1	 	Further Assurances





     Each of the parties shall execute and deliver all such further documents and do such further
acts and things as may be reasonably required from time to time to give effect to this Agreement.




	11.2	 	Survival





     All of the representations, warranties, covenants and agreements of the Vendors and the
Purchaser contained in this Agreement will survive the closing of the purchase and sale of the
Purchased Assets contemplated by this Agreement for a period of twenty-four (24) months following
the Closing Date.




	11.3	 	Entire Agreement





     This Agreement and the agreements and instruments to be executed and delivered by the parties
pursuant to this Agreement constitute the entire agreement between the Vendors and the Purchaser
pertaining to the purchase and sale of the Purchased Assets and the other transactions








 





-32-





     contemplated by this Agreement and supersede all prior agreements and undertakings,
negotiations and discussions, whether oral or written, of the Vendors and the Purchaser pertaining
to the purchase and sale of the Purchased Assets and the other transactions contemplated by this
Agreement, and there are no warranties, representations, covenants or agreements between the
Vendors and Purchaser pertaining to the purchase and sale of the Purchased Assets except as set
forth herein and in such agreements and instruments.




	11.4	 	Notices





     Any notice, document or communication required or permitted to be given hereunder shall be in
writing and delivered by hand or sent by facsimile to the party to which it is to be given as
follows:


To QLT and, until after closing, the Nominees:



QLT Inc.

887 Great Northern Way

Vancouver, British Columbia

V5T 4T5



Attention: Cameron Nelson



Fax No.: (604) 707-7253



with a copy to:



Farris, Vaughan, Wills & Murphy LLP

25th Floor, 700 West Georgia Street

Vancouver, British Columbia

V7Y 1B3



Attention: Paul S. Richardson



Fax No.: (604) 661-9349



To the Purchaser and, after closing, to the Nominees:



Discovery Parks Holdings Inc.

910-1111 Melville Street

Vancouver, British Columbia

V6E 3V6



Attention: Tom Douglas



Fax No.: (604) 734-7278









 





-33-






with a copy to:



Fraser Milner Casgrain LLP

15th Floor, 1040 West Georgia Street

Vancouver, British Columbia

V6E 4H8



Attention: John Third



Fax No.: (604) 683-5214



or to such other address or fax number as any party may in writing advise. Any notice, document or
communication will be deemed to have been given when delivered, if delivered, and on the following
Business Day after transmission if sent by facsimile.





	11.5	 	Fees





     Each of the parties will pay its own legal fees. The Purchaser shall pay all goods and
services tax, social services tax, registration fees and property transfer tax payable in
connection with its purchase of the Purchased Assets and QLT will pay all costs incurred in
clearing title thereto as required herein. If QLT elects to register the QLT Lease, QLT will also
pay all registration fees and property transfer tax in connection with registration of the QLT
Lease or the Short Form QLT Lease, as applicable,.




	11.6	 	Real Estate Commissions





     QLT represents and warrants to the Purchaser that neither QLT nor either of the Nominees
retained any agent, salesman, consultant or other third party in connection with the sale of the
Purchased Assets other than Colliers Macaulay Nicolls Inc. and covenant and agree with the
Purchaser that QLT will cause the Vendors’ Solicitors to pay the fee payable to Colliers Macaulay
Nicolls Inc. in respect of the sale of the Purchased Assets (for certainty, excluding any leasing
commissions) out of the sale proceeds. The Purchaser represents and warrants to QLT that it has
not retained any agent, salesman, consultant or other third party in connection with the purchase
of the Purchased Assets and that the Purchaser is not liable to pay any commission to any third
party in respect of such transaction. The Purchaser covenants and agrees to indemnify and save
harmless QLT from and against any real estate commissions, fees or any other payments that the
Purchaser has contracted or is liable to pay in respect of the purchase of the Purchased Assets.




	11.7	 	Time






	 	 	Time shall be of the essence of this Agreement.








	11.8	 	Tender






	 	(a)	 	Any tender of documents or money may be made upon the party being tendered or
upon its solicitors and money may be tendered by wire transfer or by solicitor’s
certified cheque or bank draft from an Approved Financial Institution.
	 
	 	(b)	 	Subject to Section 11.8(c), but notwithstanding any other provision of this
Agreement, the parties agree that, if the Purchaser is required by applicable









 





-34-






	 	 	 	legislation to cause the amount set out in Section 2.2(c), as adjusted, to be paid
by electronic or wire transfer of funds, then:






	 	(i)	 	the Purchaser will make all commercially reasonable efforts to
ensure that such amount will be transferred to and received by the Vendors’
Solicitors on or before 3:00 p.m. (Vancouver time) on the Closing Date; and
	 
	 	(ii)	 	if for any reason out of the control of the Purchaser (which,
for greater certainty, will not include any event which is a default by the
Purchaser under this Agreement), the Purchaser cannot ensure that such an
amount will be received by the Vendors’ Solicitors on or before the time and
date set out in Section 11.8(b)(i), then subject to Section 11.8(c), the
Purchaser will be entitled to pay such amount on or before 3:00 p.m. (Vancouver
time) on the Business Day next following the Closing Date so long as, in
addition to such amount, the Purchaser also pays to QLT at the same time
interest on such amount, at a rate equal to the Prime Rate plus one percent
(1%) per annum, for each day from and including the Closing Date to but not
including the day such payment is made. “Prime Rate”, as used herein, means
that variable annual rate of interest quoted by the main branch of HSBC Bank
Canada, Vancouver, British Columbia, from time to time as the rate of interest
used by it as a reference rate for setting rates of interest on Canadian dollar
loans in Canada repayable on demand and commonly referred to by such Bank as
its “prime rate”.






	 	(c)	 	If the Purchaser is relying on a new mortgage financing (other than the QLT
Mortgage) to finance a portion of the Purchase Price, the Purchaser shall only be
entitled pursuant to Section 11.8(b) to pay the amount set out in Section 2.2(c), as
adjusted, on the Business Day next following the Closing Date if, on the Closing Date,
the Purchaser’s Solicitors have in their possession discharges of the security
documents applicable to the Purchaser’s mortgage financing (other than the QLT
Mortgage) duly executed by the mortgagee, and an amount equal to the registration fees
that would be payable on registration in the LTO of such discharges, and have given the
Vendors’ Solicitors an undertaking satisfactory to the Vendors’ Solicitors acting
reasonably to lodge such documents for registration in the LTO and to pay the
registration fees payable in respect thereof if payment of the amounts set out in
Section 2.2(c), as adjusted, and interest (if applicable) is not made in accordance
with Section 11.8(b) and the security documents applicable to the Purchaser’s mortgage
financing are finally registered in the LTO before they can be withdrawn from the LTO
by the Purchaser’s Solicitors.






	11.9	 	Assignment





     The Purchaser shall not be entitled to assign its rights under this Agreement without the prior written consent of QLT, which consent may
be arbitrarily withheld. Any approval by QLT of an assignment will be subject to the Purchaser delivering to QLT a written assumption from
the assignee in favour of the Vendors pursuant to which the assignee assumes all of the obligations of the Purchaser hereunder. No assignment will
relieve the Purchaser of its liability hereunder.











 





-35-




11.10 Enurement




     This Agreement shall enure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns permitted in accordance with Section 11.9.



11.11 Counterparts




     This Agreement may be executed in counterparts and when each party has executed a counterpart
each of such counterparts shall be deemed to be an original and all of such counterparts when taken
together shall constitute one and the same agreement.



11.12 Execution




     This Agreement may be executed and delivered by facsimile.



11.13 Amendment and Restatement




     This Agreement amends and restates the Original Sale and Purchase Agreement, and this
Agreement shall take effect as provided at the top of page 1 of this Agreement at which time this
Agreement shall govern the relationship between the parties hereto with respect to the subject
matters of this Agreement, on the terms and conditions contained herein.



11.14 Conditions Precedent




     For greater certainty:




	 	(a)	 	the Purchaser hereby gives notice that all the conditions that have from time
to time been set out in any of Sections 9.1(a), (a.1) and (b) of the documents that
comprise the Original Sale and Purchase Agreement, with the exception only of the
conditions set out in Sections 9.1(a) and (b) of this Agreement, have been either
satisfied or waived, and QLT hereby acknowledges receipt of such notice; and
	 
	 	(b)	 	QLT hereby gives notice that all the conditions that have from time to time
been set out in Section 9.4(a) of the documents that comprise the Original Sale and
Purchase Agreement, with the exception only of the condition set out in Section 9.4 of
this Agreement, have been satisfied or waived, and the Purchaser hereby acknowledges
receipt of such notice.




 









 











-36-




     IN WITNESS WHEREOF this Agreement has been executed as of the day and year first above
written.



	 	 	 	 	 
	QLT INC. 

 	 	 
	Per:  	/s/ Robert L. Butchofsky
 	 	 
	 
	560677 B.C. LTD.

 	 	 
	Per:  	/s/ Robert L. Butchofsky
 	 	 
	 
	630321 B.C. LTD.

 	 	 
	Per:  	/s/ Robert L. Butchofsky
 	 	 
	 
	DISCOVERY PARKS HOLDINGS INC.

 	 	 
	Per:  	/s/ Mark Betteridge
 	 	 
	 	 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



A-1




SCHEDULE A



ASSIGNMENT OF APPROVED SERVICE CONTRACTS




THIS
AGREEMENT made as of the ___ day of ___________, 2008.





     BETWEEN:


QLT INC.

887 Great Northern Way

Vancouver, British Columbia

V5T 4T5



(the “Vendor”)




     AND:


DISCOVERY PARKS HOLDINGS INC.

910-1111 Melville Street

Vancouver, British Columbia

V6E 3V6



(the “Purchaser”)




     WHEREAS
by an agreement (the “Purchase Agreement”) dated
for reference •, 2008 between the
Vendor and the Purchaser, the Vendor agreed to sell and the Purchaser agreed to purchase certain
interests in the lands and premises at 887 Great Northern Way, Vancouver, British Columbia on the
terms and conditions set forth in the Purchase Agreement.



     NOW THEREFORE THIS ASSIGNMENT WITNESSES that in consideration of the mutual covenants herein
contained and other good and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged by each of the parties) the Vendor and the Purchaser covenant and agree as follows:



1. Definitions




     In this Assignment:




	 	(c)	 	terms which are defined in the Purchase Agreement which are used and
capitalized in this Assignment shall have the respective meanings specified in the
Purchase Agreement except as otherwise defined herein;
	 
	 	(d)	 	“Approved Service Contracts” means the service contracts described in Exhibit A
hereto; and
	 
	 	(e)	 	“Closing Date” means •, 2008.




 









 











A-2




2. Assignment




     Subject to paragraph 4, the Vendor hereby absolutely assigns, transfers and sets over unto the
Purchaser:




	 	(a)	 	all of the Vendor’s right, title and interest in and to the Approved Service
Contracts;
	 
	 	(b)	 	any and all payments due or accruing due or at any time after the Closing Date
to become due to the Vendor under the Approved Service Contracts; and
	 
	 	(c)	 	the benefit of all warranties and covenants made or given by the parties to the
Approved Service Contracts other than the Vendor;




with full power and authority to sue for damages for breach of any warranty or covenant or for
specific performance of covenants in the name of the Vendor.




3. Assumption




     As of the Closing Date, the Purchaser does hereby assume those obligations of the Vendor under
the Approved Service Contracts which are to be observed or performed on or after the Closing Date
and which did not arise directly or indirectly as a result of a default by the Vendor occurring
prior to the Closing Date (which obligations are herein called the “Assumed Obligations”) and
covenants and agrees with the Vendor that from and including the Closing Date, the Purchaser will
observe and perform all the Assumed Obligations and will indemnify and save harmless the Vendor
from and against any and all liabilities of every nature and kind with respect to any
non-performance or non-observance by the Purchaser, or any persons claiming through or under the
Purchaser, of the Assumed Obligations. It is specifically understood and agreed by the Vendor that
the Purchaser does not assume any obligations other than the Assumed Obligations nor does the
Purchaser agree to indemnify or save harmless with respect to any of the obligations other than the
Assumed Obligations.



4. Third Party Consents




     If any consent, approval, release or waiver of a third party (herein called the “Required
Consent”) is required to permit the assignment and transfer by the Vendor to the Purchaser of any
of the Approved Service Contracts:




	 	(a)	 	the assignment and transfer of any applicable Approved Service Contract in
respect of which the Required Consent has not been received on the Closing Date will
not be effective until the applicable Required Consent has been received;
	 
	 	(b)	 	until such time, the Approved Service Contract in respect of which the Required
Consent is required will be held by the Vendor in trust and as bare trustee for the
benefit of the Purchaser;
	 
	 	(c)	 	such transfer and assignment shall take effect immediately upon the Required
Consent being given; and




 









 











A-3





	 	(d)	 	until such time, the Vendor and the Purchaser shall use their commercially
reasonable efforts to obtain the Required Consent.




Nothing in this paragraph 4 shall relieve any of the parties from their respective obligations
under paragraphs 3, 5, and 6 of this Assignment, and the provisions of paragraphs 3, 5 and 6 shall
have effect as of the Closing Date as if all Required Consents to the assignment and transfer of
the Approved Service Contracts had been given as of the Closing Date.




5. Further Assurances




     Each of the parties shall at all times hereafter execute and deliver all such further
documents and instruments and shall do such further acts and things as may be reasonably required
to give full effect to this Assignment.



6. Indemnity




     The Vendor covenants and agrees with the Purchaser that the Vendor will indemnify and save
harmless the Purchaser from and against all obligations which were to be observed or performed by
the Vendor under the Approved Service Contracts prior to the Closing Date and against any and all
liabilities of every nature and kind under the Approved Service Contracts arising from any default
of the Vendor thereunder occurring prior to the Closing Date. The foregoing indemnity will cease
to be of any force or effect on that date which is twelve (12) months following the Closing Date
(except in respect of any claims written notice of which has been delivered to the Vendor prior to
such date).



7. Governing Law




     This Assignment shall be governed by and construed in accordance with the laws of the Province
of British Columbia and of Canada applicable to the Province of British Columbia.



8. Enurement




     This Assignment shall enure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns.



9. Counterparts




     This Assignment may be executed in counterparts and when each party has executed a counterpart
each of such counterparts shall be deemed to be an original and all of such counterparts when taken
together shall constitute one and the same agreement.



 









 





A-4





	10.	 	Execution





     This Assignment may be executed and delivered by facsimile.



     IN WITNESS WHEREOF this Assignment has been executed as of the day and year first above
written.



	 	 	 	 	 
	 	QLT INC. 

 	 
	 	Per:  	
 	 
	 	 	 	 
	 	DISCOVERY PARKS HOLDINGS INC.

 	 
	 	Per:  	 	 
	 	 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



A-5




EXHIBIT A




[Description of Approved Service Contracts]





 











 





B-1




SCHEDULE B




ASSIGNMENT OF LEASES



THIS
AGREEMENT made as of the ___ day of ________, 2008.




BETWEEN:



QLT INC.

887 Great Northern Way

Vancouver, British Columbia

V5T 4T5



(the “Vendor”)



AND:



DISCOVERY PARKS HOLDINGS INC.

910-1111 Melville Street

Vancouver, British Columbia

V6E 3V6



(the “Purchaser”)




     WHEREAS by an agreement (the “Purchase Agreement”) dated for reference •, 2008 between the
Vendor and the Purchaser, the Vendor agreed to sell and the Purchaser agreed to purchase certain
interests in the lands and premises at 887 Great Northern Way, Vancouver, British Columbia on the
terms and conditions set forth in the Purchase Agreement.



     NOW THEREFORE THIS ASSIGNMENT WITNESSES that in consideration of the mutual covenants herein
contained and other good and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged by each of the parties) the Vendor and the Purchaser covenant and agree as follows:



1. Definitions




     In this Assignment:




	 	(a)	 	terms which are defined in the Purchase Agreement which are used and
capitalized in this Assignment shall have the respective meanings specified in the
Purchase Agreement except as otherwise defined herein;
	 
	 	(b)	 	“Closing Date” means •, 2008;
	 
	 	(c)	 	“Leases” means the leases described in Exhibit A hereto; and
	 
	 	(d)	 	“Tenants” means the tenants under the Leases.




 









 











B-2




2. Assignment




     The Vendor hereby absolutely assigns, transfers and sets over unto the Purchaser:




	 	(a)	 	all of the Vendor’s right, title and interest in and to the Leases and the
reversions thereof;
	 
	 	(b)	 	any and all rents or other payments due or accruing due or at any time on and
after the Closing Date become due under the Leases or any extensions or renewals
thereof;
	 
	 	(c)	 	the benefit of all guarantees and indemnities of the Leases; and
	 
	 	(d)	 	the benefit of all covenants by the Tenants or any covenantor of any of the
Leases;




with full power and authority to demand, collect, sue for, distrain for, recover, receive and give
receipts for all rents and other moneys payable thereunder to enforce payment thereof or
performance of covenants in the name of the Vendor.




3. Assumption




     As of the Closing Date, the Purchaser does hereby assume those obligations of the Vendor under
the Leases which are to be observed or performed on or after the Closing Date and which did not
arise directly or indirectly as a result of a default by the Vendor occurring prior to the Closing
Date (which obligations are herein called the “Assumed Obligations”) and covenants and agrees with
the Vendor that from and including the Closing Date, the Purchaser will observe and perform all the
Assumed Obligations and will indemnify and save harmless the Vendor from and against any and all
liabilities of every nature and kind with respect to any non-performance or non-observance by the
Purchaser, or any persons claiming through or under the Purchaser, of the Assumed Obligations. It
is specifically understood and agreed by the Vendor that the Purchaser does not assume any
obligations other than the Assumed Obligations nor does the Purchaser agree to indemnify or save
harmless with respect to any of the obligations other than the Assumed Obligations.



4. Further Assurances




     Each of the parties shall at all times hereafter execute and deliver all such further
documents and instruments, including, without limitation, agreements with Tenants covering the
assumption by the Purchaser of the Assumed Obligations, and shall do such further acts and things
as may be reasonably required to give full effect to this Assignment.



5. Indemnity




     The Vendor covenants and agrees with the Purchaser that the Vendor will indemnify and save
harmless the Purchaser from and against all obligations which were to be observed or performed by
the Vendor under the Leases prior to the Closing Date and against any and all liabilities of every
nature and kind under the Leases arising from any default of the Vendor



 









 





B-3



thereunder occurring prior to the Closing Date. The foregoing indemnity will cease to be of
any force or effect on that date which is twelve (12) months following the Closing Date (except in
respect of any claims written notice of which has been delivered to the Vendor prior to such date).




6. Governing Law




     This Assignment shall be governed by and construed in accordance with the laws of the Province
of British Columbia and of Canada applicable in the Province of British Columbia.



7. Enurement




     This Assignment shall enure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns.



8. Counterparts




     This Assignment may be executed in counterparts and when each party has executed a counterpart
each of such counterparts shall be deemed to be an original and all of such counterparts when taken
together shall constitute one and the same agreement.



9. Execution




     This Assignment may be executed and delivered by facsimile.



     IN WITNESS WHEREOF this Assignment has been executed as of the day and year first above
written.



	 	 	 	 	 
	 	QLT INC.

 	 
	 	Per:  	 	 
	 	 	 	 
	 	 	 	 
	 
	 	DISCOVERY PARKS HOLDINGS INC.

 	 
	 	Per:  	 	 
	 	 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



B-4




EXHIBIT A




[Description of Leases]





 











 





C-1




SCHEDULE C




LANDS AND REGISTERED CHARGES




LOT F PROPERTY — 877 GREAT NORTHERN WAY




	 	 	 
	Legal Description	 	Permitted Encumbrances
	City of Vancouver

	 	Right of Way 459460M
	Parcel Identifier 024-175-650

	 	Undersurface Rights 481915M
	Lot F, District Lot 264A and

	 	Covenant BM161486
	District Lot 2037, Group 1

	 	Covenant BN334036
	New Westminster District

	 	Covenant BW46704
	Plan LMP38193

	 	Statutory Right of Way BW46705






LOT 1 PROPERTY — 801 GREAT NORTHERN WAY




	 	 	 
	Legal Description	 	Permitted Encumbrances
	City of Vancouver

	 	Right of Way 459460M
	Parcel Identifier 025-102-419

	 	Undersurface Rights 481915M
	Lot 1, District Lots 264A and 2037

	 	Covenant BN316004
	Group 1

	 	Covenant BR180931
	New Westminster District

	 	Covenant BR180945
	Plan LMP50588

	 	Statutory Right of Way BR180946
	 

	 	Restrictive Covenant BR226615
	 

	 	Easement BR226616
	 

	 	Covenant BV108681
	 

	 	Statutory Right of Way BV108682
	 

	 	Statutory Right of Way BV108683
	 

	 	Equitable Charge BV108684
	 

	 	Covenant BV108686
	 

	 	Statutory Right of Way BV108687
	 

	 	Equitable Charge BV108688
	 

	 	Easement and Indemnity Agreement BV108689
	 

	 	Statutory Right of Way BV108690
	 

	 	Equitable Charge BV108691
	 

	 	Covenant BV108692
	 

	 	Covenant BW46701
	 

	 	Statutory Right of Way BW46702
	 

	 	Covenant BX494384






 









 






D-1




SCHEDULE D




ESTOPPEL CERTIFICATE




TO: DISCOVERY PARKS HOLDINGS INC. (the “Purchaser”)



RE: The lease between _________________________________ and the undersigned, as tenant, dated
_________ (the “Lease”) of certain premises (the “Premises”) described in the Lease
which Premises are located in the building at 887 Great Northern Way, Vancouver, British Columbia
(the “Property”)



We understand the Purchaser will be purchasing the Property and that the Purchaser has requested
certain information concerning the Lease. In connection with this request and knowing that the
Purchaser and its Lenders and its and their respective successors and assigns intend to rely on
this Certificate, we certify to the Purchaser and its Lenders that:



1. The Lease has been validly executed and delivered by the undersigned, the undersigned has
unconditionally accepted the possession of the Premises except as set out in item 4 of the Notes
herein and the undersigned is in possession of the Premises.



2. The Lease contains the entire and only agreement between QLT Inc. and 560677 B.C. Ltd. (the
“Landlord”) and the undersigned pertaining to the undersigned’s occupation of the Premises. The
Lease has not been altered, amended or assigned by the undersigned nor has all or any part of the
Premises been sublet by the undersigned except as set out in item 1 of the Notes herein.



3. The rent payable pursuant to the Lease has been paid through the period ending
__________________, 2008. No rent is prepaid to the Landlord except for the current month’s
rent nor has the undersigned deposited any security with the Landlord except as set out in item 2
of the Notes herein.



4. The undersigned is not claiming any deduction, abatement or set-off against the Landlord with
respect to the undersigned’s obligations to pay rent and additional rent pursuant to the Lease
except as set out in item 4 of the Notes herein.



5. The term of the Lease will end
_____________________. There is no right to renew or extend the
term except as set out in item 3 of the Notes herein. The monthly minimum rental is __________________.
The monthly additional rent (being charged for increases in Taxes, premises HVAC charges or
premises Hydro charges), exclusive of the Federal Goods and Services Tax, is presently
_______________. The monthly minimum rental is calculated on the basis that the leasable area of
the Premises has been accepted as being _________ square feet.



6. The Premises conform to the Landlord’s obligations under the Lease.



7. There is no existing default under the Lease on the part of the undersigned or, so far as the
undersigned is aware, on the part of the Landlord.




 









 








D-2



8. The undersigned does not have any right of first refusal or option either to purchase the
Property or lease any space in the Property except as set out in item 5 of the Notes herein.



9. The undersigned has no claims against the Landlord, financial or otherwise, except as set out in
item 4 of the Notes herein.




NOTES:





	1.	 	Sublet:
	 
	2.	 	Security Deposit:
	 
	3.	 	Renewals:
	 
	4.	 	Claims:
	 
	5.	 	Rights of First Refusal or Options to Purchase or Lease:
	 
	6.	 	Other Matters:




DATED the _________day
of ____________________, 2008.




	 	 	 	 	 
	 	• (TENANT)

 	 
	 	By:  	 	 
	 	 	Authorized Signing Officer 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signing Officer 	 
	 	 	 	 



 









 






	 	 	 	 	 



E-1




SCHEDULE E




PROJECT DOCUMENTS



To be delivered unless otherwise indicated and to the extent not already delivered.





	1.	 	The most recent land title search reports and registered charges, liens and encumbrances.
	 
	2.	 	Complete executed copies of all Leases, subleases, assignments, guarantees and indemnities
together with all exhibits, amendments and addenda and a copy of all current lease proposals
and letters of intent.
	 
	3.	 	Schedule of outstanding leasing commissions, tenant allowances and inducements.
	 
	4.	 	Copy of current year’s operating budget for the Lot F Property and the Building.
	 
	5.	 	Current and last two (2) year’s operating expense summaries for the Lot F Property and the
Building for years 2006 and 2007 (to be delivered).
	 
	6.	 	Logs relating to the Building’s operations and maintenance (to be made available).
	 
	7.	 	Current and last two (2) year’s property tax bills and any pending valuation adjustments and
all tax appeal files (to be made available).
	 
	8.	 	Copies of all Service Contracts.
	 
	9.	 	Copies of all environmental reports.
	 
	10.	 	All available plans and specifications (civil, architectural, structural, mechanical,
electrical and plumbing) (to be made available).
	 
	11.	 	All available plans and specifications relating to the Development Permit (to be made
available).
	 
	12.	 	Copies of geotechnical report and construction testing reports (to be made available).
	 
	13.	 	Copies of the last two (2) years capital improvement summaries.
	 
	14.	 	Schedule of major building systems including chillers, boilers, roof, etc. (size, age and
type) (to be made available).
	 
	15.	 	Copies of all Certificates of Occupancy.
	 
	16.	 	Inventory of Included Chattels.
	 
	17.	 	Inventory of Excluded Assets.
	 
	18.	 	Schedule of all claims and litigation affecting the Properties (if any).
	 
	19.	 	Copies of the Declarations of Trust.
	 
	20.	 	True copies of the policies of insurance carried by the Vendors in respect of the Properties
(to be made available).
	 
	21.	 	Copy of the Development Permit.




 









 











F-1




SCHEDULE F




NOT USED





 











 





G-1



SCHEDULE G




EXCLUDED ASSETS




	 	 	 	 	 	 	 	 	 	 	 
	Current Location	 	Description	 	EL #	 	Quantity
	 
	Information Technology
	 	 	 	 	 	 	 	 	 	 
	Server Room and

	 	All Fixtures, Equipment
	 	 	 	 	 	all

	Mechanical room
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Server Room

	 	Server Room Fiber Cabling
	 	 	 	 	 	all

	2-9D

	 	Nortel Option 61 (PBX)
	 	 	 	 	 	all

	 

	 	phone system including	 	 	 	 	 	 	 	 
	 

	 	phones, base stations,	 	 	 	 	 	 	 	 
	 

	 	switchboards and companion	 	 	 	 	 	 	 	 
	 

	 	wireless system	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Facility

	 	3Com Switches
	 	 	 	 	 	all

	Facility

	 	Cisco Wireless switches
	 	 	 	 	 	all

	Facility

	 	Cisco access points
	 	 	 	 	 	all

	Facility

	 	Desktops, Laptops and any
	 	 	 	 	 	all

	 

	 	associated peripherals	 	 	 	 	 	 	 	 
	 

	 	that do not control	 	 	 	 	 	 	 	 
	 

	 	building systems	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Laboratory
	 	 	 	 	 	 	 	 	 	 
	 
	2-17H

	 	Autoclave
	 	 	1770	 	 	 	1	 
	2-15F

	 	Glassware Washer (Scientek)
	 	 	1253	 	 	 	1	 
	2-15F

	 	Glass Drying Oven (VWR)
	 	 	1456	 	 	 	1	 
	2-15F

	 	Autoclave (AMSCO)
	 	 	0077	 	 	 	1	 
	2-15F

	 	Millipore RO System
	 	 	1668	 	 	 	1	 
	2-23B

	 	Millipore RO System
	 	 	1050	 	 	 	1	 
	2-15F

	 	VWR Vented Hood
	 	 	1757	 	 	 	1	 
	2-17J

	 	NMR
	 	 	 	 	 	 	1	 
	2- 6E

	 	AVD
	 	 	 	 	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	1-11B Core Lab

	 	nonaffixed husbandry and
	 	 	 	 	 	all

	 

	 	laboratory equipment	 	 	 	 	 	 	 	 
	Facility

	 	Chambers
	 	 	 	 	 	all

	Facility

	 	Incubators (all )
	 	 	 	 	 	all

	Facility

	 	Laboratory Equipment (eg
	 	 	 	 	 	all

	 

	 	HPLC, Mass Specs, balance,	 	 	 	 	 	 	 	 
	 

	 	BSC)	 	 	 	 	 	 	 	 
	1-14F, 1 — 12F Device Labs

	 	all equipment
	 	 	 	 	 	all

	2-6G PMF

	 	Equipment, including
	 	 	 	 	 	all

	 

	 	isolators, mobile carts,	 	 	 	 	 	 	 	 
	 

	 	VHP generators, TCU, and	 	 	 	 	 	 	 	 
	 

	 	any non affixed equipment	 	 	 	 	 	 	 	 
	2-6L PMF Mechanical

	 	any non affixed equipment
	 	 	 	 	 	all

	 
	 	 	 	 	 	 	 	 	 	 
	Furniture
	 	 	 	 	 	 	 	 	 	 
	 
	2-26D meeting room

	 	8’ Boat Table and Chairs
	 	 	 	 	 	all

	2 10W meeting room

	 	All existing furniture
	 	 	 	 	 	all

	3- 8U meeting room

	 	5’ Round Table and chairs
	 	 	 	 	 	all

	3 — 26C meeting room

	 	5’ Round Table and Chairs
	 	 	 	 	 	all







 









 




G-2



	 	 	 	 	 	 	 	 	 	 	 
	Current Location	 	Description	 	EL #	 	Quantity
	 
	2- 10 B coffee station

	 	All existing furniture
	 	 	 	 	 	all

	1-11U Copy Centre

	 	All existing Furniture
	 	 	 	 	 	all

	2-8R copy room

	 	All existing Furniture
	 	 	 	 	 	all

	G-6H Shipping

	 	Benches
	 	 	 	 	 	 	2	 
	 
	 	 	 	 	 	 	 	 	 	 
	Various

	 	Answer Workstations 6x8
	 	 	 	 	 	 	75	 
	Various

	 	Pedestals
	 	 	 	 	 	 	75	 
	Various

	 	Chairs
	 	 	 	 	 	 	75	 
	 
	 	 	 	 	 	 	 	 	 	 
	2 — 6 R IT Support Room

	 	All furniture and shelving
	 	 	 	 	 	All

	 
	 	 	 	 	 	 	 	 	 	 
	Various

	 	60 x 30 Grey tables
	 	 	 	 	 	 	6	 
	3-14F archives

	 	Compact shelving
	 	 	 	 	 	 	1	 
	3- 17 D archives

	 	Compact shelving
	 	 	 	 	 	 	3	 
	2nd floor, phase 2 1st

	 	Metro, EZ rect Shelving
	 	 	 	 	 	All

	floor
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Various

	 	Combo Cabinets
	 	 	 	 	 	 	55	 
	Various

	 	Tear drop tables
	 	 	 	 	 	 	30	 
	Various

	 	Woolore desks
	 	 	 	 	 	 	15	 
	Various

	 	DeStijl desks
	 	 	 	 	 	 	40	 
	Various

	 	Chairs
	 	 	 	 	 	 	55	 
	Various

	 	Guest Chair
	 	 	 	 	 	 	80	 
	Various

	 	Pedestals
	 	 	 	 	 	 	55	 
	Various

	 	File Cabinets 6 drawer
	 	 	 	 	 	 	20	 
	Various

	 	File Cabinets 5 drawer

(Steelcase)
	 	 	 	 	 	 	115	 
	Various

	 	Printer stands
	 	 	 	 	 	 	15	 
	Various

	 	book cases
	 	 	 	 	 	 	50	 
	Various

	 	2 drawer File cabinets
	 	 	 	 	 	 	12	 
	 
	 	 	 	 	 	 	 	 	 	 
	Executive Furniture
	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 
	Various

	 	Krug
	 	 	 	 	 	 	5	 
	Various

	 	Chairs
	 	 	 	 	 	 	5	 
	Various

	 	CanCan Chair
	 	 	 	 	 	 	10	 
	Various

	 	Krug combo cabinet
	 	 	 	 	 	 	5	 
	3- 12w

	 	CEO Furniture
	 	 	 	 	 	All

	 
	 	 	 	 	 	 	 	 	 	 
	Misc
	 	 	 	 	 	 	 	 	 	 
	 
	P1 Shop

	 	Shop Compressor
	 	 	 	 	 	 	1	 
	P1 Shop

	 	all equipment and supplies
	 	 	 	 	 	all

	 
	 	 	 	 	 	 	 	 	 	 
	Facility

	 	Rees Monitoring System and
	 	 	0227, 0087	 	 	 	 	 
	 

	 	associated panels and probes	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Cafeteria

	 	Cappuccino Machine
	 	 	 	 	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	P1 Parkade

	 	Leased BOC Nitrogen Tank
	 	 	 	 	 	 	1	 






 









 




G-3



	 	 	 	 	 	 	 	 	 	 	 
	Current Location	 	Description	 	EL #	 	Quantity
	 
	Facility

	 	Leased Water Coolers
	 	 	 	 	 	All

	Facility

	 	Leased photcopiers
	 	 	 	 	 	All

	Facility

	 	All art
	 	 	 	 	 	All

	 
	 	 	 	 	 	 	 	 	 	 
	Boardroom 3rd Floor

	 	Mesh Back Chairs
	 	 	 	 	 	 	18	 
	 

	 	Cancan Chairs
	 	 	 	 	 	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 
	South West corner Lot 1

	 	QLT Sign	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Various

	 	miscellaneous, heavily
	 	 	 	 	 	all

	 

	 	used, non standard and	 	 	 	 	 	 	 	 
	 

	 	mismatched furniture	 	 	 	 	 	 	 	 
	 

	 	intended for sale at	 	 	 	 	 	 	 	 
	 

	 	employee garage sale to	 	 	 	 	 	 	 	 
	 

	 	occur prior to close	 	 	 	 	 	 	 	 






Those items identified as “excluded” on the nine plans attached to this Schedule





 











 





Plan 1 of 9




Shaded Items Excluded









 









 





Plan 2 of 9




Shaded Items Excluded









 









 





Plan 3 of 9




Shaded Items Excluded









 









 





Plan 4 of 9




Shaded Items Excluded









 









 





Plan 5 of 9




All Furniture and Chattels in Hatches Aread Excluded









 









 





Plan 6 of 9




All Furniture and Chattels in Hatched Areas Excluded









 









 





Plan 7 of 9




All Furniture and Chattels in Hatches Aread Excluded









 









 





Plan 8 of 9




Shaded Items Excluded









 









 





Plan 9 of 9




Shaded Items Excluded










 











 





EIGHTH AMENDING AGREEMENT




     THIS AGREEMENT dated for reference August 7, 2008,



	 	 	 
	BETWEEN:
	 	 
	 
	 	 
	 

	 	QLT INC. (“QLT”)
	 

	 	560677 B.C. LTD. (the “Lot F Nominee”)
	 

	 	630321 B.C. LTD. (the “Lot 1 Nominee”)
	 

	 	887 Great Northern Way
	 

	 	Vancouver, British Columbia
	 

	 	V5T 4T5
	 
	 	 
	 

	 	(the Lot F Nominee and the Lot 1 Nominee are together, the “Nominees”, and QLT and
the Nominees are together, the “Vendors”)
	 
	 	 
	AND:
	 	 
	 

	 	DISCOVERY PARKS HOLDINGS LTD.
	 

	 	910-1111 Melville Street
	 

	 	Vancouver, British Columbia
	 

	 	V6E 3V6
	 
	 	 
	 

	 	(the “Purchaser”)






     WITNESSES THAT WHEREAS:


A. The Vendors and the Purchaser entered into a Sale and Purchase Agreement dated for reference May
15, 2008, as amended by an Amending Agreement dated for reference July 4, 2008, as amended and
restated by an Amended and Restated Sale and Purchase Agreement dated for reference July 11, 2008,
as amended by amending agreements dated for reference July 16, 2008, July 18, 2008, July 23, 2008
and July 25, 2008, and as amended and restated by a Second Amended and Restated Sale and Purchase
Agreement dated for reference July 30, 2008, for the purchase and sale of the Purchased Assets as
defined therein (collectively, the “Sale and Purchase Agreement”); and



B. The Vendors and the Purchaser have agreed to amend the Sale and Purchase Agreement in certain
respects as hereinafter provided;




     NOW THEREFORE in consideration of the premises and the covenants and agreements of the parties
hereto as hereinafter set forth, the parties hereby covenant and agreement with each other as
follows:



1. Definitions




     Capitalized words and expressions used in this Agreement that are defined in the Sale and
Purchase Agreement and are not otherwise defined herein, shall have the meanings given to them in
the Sale and Purchase Agreement.



 









 




- 2 - 

2. Amendments




     The Vendors and the Purchaser agree that with effect on the date of this Agreement, the Sale
and Purchase Agreement is hereby amended as follows:




	 	(a)	 	by deleting the definition of “QLT Mortgage” in Section 1.1 of the Sale and
Purchase Agreement and substituting therefor the following:
	 
	 	 	 	““QLT Mortgage” has the meaning given in subsection (a) of the definition of QLT
Security Documents;”;
	 
	 	(b)	 	by deleting in Sections 2.5(b), 10.6(a) and 10.7(b)(ii) of the Sale and
Purchase Agreement the amount “$5,500,000.00” and in each case substituting therefor
the amount “$6,000,000.00”; and
	 
	 	(c)	 	by deleting Section 10.4 of the Sale and Purchase Agreement and substituting
therefor the following:
	 
	 	 	 	“10.4 Form of Documents






     All documents referred to in Sections 10.2 and 10.3 (except the QLT Lease, the
QLT Mortgage, the Beneficiary Authorization and Charge and the security agreement
referred to in subsections (b) and (c) of the definition of QLT Security Documents,
and the priority and standstill agreement referred to in Section 4.5, the forms for
which have already been settled between QLT and the Purchaser), shall be in form and
substance satisfactory to solicitors for the party entitled to delivery thereof,
acting reasonably, and shall be agreed to not less than five (5) Business Days prior
to the Closing Date.”.



3. QLT Security Documents




     QLT and the Purchaser confirm that, pursuant to Section 4.5 of the Sale and Purchase Agreement
as amended hereby, QLT and the Purchaser have agreed upon the forms for the QLT Mortgage, the
Beneficiary Authorization and Charge referred to in subsection (b) of the definition of QLT
Security Documents contained in the Sale and Purchase Agreement as amended hereby, the security
agreement referred to in subsection (c) of the definition of QLT Security Documents contained in
the Sale and Purchase Agreement as amended hereby, and the form of priority and standstill
agreement with the Purchaser’s first mortgage lender with respect to Lot F referred to in Section
4.5 of the Sale and Purchase Agreement as amended hereby. QLT and the Purchaser agree that the QLT
Security Documents referred to in subsection (d) of the definition of QLT Security Documents
contained in the Sale and Purchase Agreement as amended hereby shall be settled pursuant to Section
10.4 of the Sale and Purchase Agreement as amended hereby.



4. Conditions Precedent




     For greater certainty:




	 	(a)	 	the Purchaser hereby gives notice that the conditions set out in Section 9.1 of
the Second Amended and Restated Sale and Purchase Agreement dated for reference July
30, 2008 have all been satisfied, and QLT hereby acknowledges receipt of such notice;
and




 









 




- 3 - 








	 	(b)	 	QLT hereby gives notice that the condition set out in Section 9.4 of the Second
Amended and Restated Sale and Purchase Agreement dated for reference July 30, 2008 has
been satisfied, and the Purchaser hereby acknowledges receipt of such notice.




The parties agree that there are no conditions contained in Section 9.1 or Section 9.4 of the Sale
and Purchase Agreement as amended by this Agreement that have not been either satisfied or waived.




5. Further Amendment




     The Purchaser confirms that the correct name of the Purchaser is “Discovery Parks Holdings
Ltd.” and the parties hereby agree that all references to “Discovery Parks Holdings Inc.” contained
in the documents that comprise the Sale and Purchase Agreement and in the form of QLT Lease as
previously settled, shall be deemed to refer to and are hereby amended to refer to “Discovery Parks
Holdings Ltd.”. The Purchaser hereby covenants and agrees that it is and shall be bound by all the
covenants, agreements, terms and conditions of the Sale and Purchase Agreement as amended by this
Agreement, and all of the covenants, agreements, terms and conditions of the form of the QLT Lease
as previously settled, in each case as if all the references therein to “Discovery Parks Holdings
Inc.” had always been references to “Discovery Parks Holdings Ltd.”.



6. Approved Service Contracts




     Pursuant to Section 4.4 of the Sale and Purchase Agreement as amended hereby, the Purchaser
confirms that it wishes to include in the Approved Service Contracts the Service Contracts listed
in Schedule A to this Agreement.



7. Sale and Purchase Agreement Confirmed




     The Sale and Purchase Agreement is amended only to the extent provided in this Agreement and
all the provisions of the Sale and Purchase Agreement as amended by this Agreement are confirmed
and are in full force and effect. Without limiting the generality of the foregoing, time is and
shall remain of the essence of the Sale and Purchase Agreement as amended by this Agreement.



8. Counterparts and Facsimile




     This Agreement may be signed in counterparts which, when each party has executed and delivered
a counterpart, shall have the same effect as if the signature on such counterparts were upon the
same instrument. This Agreement or any counterpart of it may be signed by a party and delivered by
facsimile transmission or other form of electronic transmission and if so signed and delivered,
this Agreement or such counterpart shall for all purposes be as effective as if the party had
signed and delivered this Agreement or a counterpart of it bearing an original signature.



9. Enurement




     This Agreement shall enure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns, subject to any terms and conditions respecting assignment
contained in the Sale and Purchase Agreement, which terms and conditions shall apply equally to
this Agreement.



 









 




- 4 - 

     IN WITNESS WHEREOF the Vendors and the Purchaser have executed this Agreement by their
respective authorized signatories as of the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	QLT INC.	 	 	 	560677 B.C. LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Per:

	 	/s/ Robert L. Butchofsky
 

	 	 	 	Per:
	 	/s/ Robert L. Butchofsky
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	630321 B.C. LTD.	 	 	 	DISCOVERY PARKS HOLDINGS LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Per:

	 	/s/ Robert L. Butchofsky
 

	 	 	 	Per:
	 	/s/ Mark Betteridge
 

	 	 






 









 





SCHEDULE A




ADDITIONAL SERVICE CONTRACTS TO BE INCLUDED

IN THE APPROVED SERVICE CONTRACTS



Service Agreement dated May 16, 2008 among QLT Inc. and KSA Security Ltd.



Protective Maintenance Contract, undated among QLT Inc. and Richmond Elevator Maintenance Ltd.



Cafeteria Service Agreement dated March 13, 2001 among QLT Inc. and Compass Group Canada (1999)
Ltd., dba Eurest